10-12B/A

As filed with the Securities and Exchange Commission on June 4, 2018

File No. 001-38471

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

to

Form 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g)

OF THE SECURITIES EXCHANGE ACT OF 1934

Veoneer, Inc.

(Exact name of registrant as specified in its charter)

Delaware	82-3720890
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

Klarabergsviadukten 70, Section B7, SE-111 64

Box 70381, SE-107 24

Stockholm, Sweden

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: +46 8 587 20 600

With copies to

Dennis O. Garris	Lars Sjöbring
David A. Brown	Group VP Legal Affairs,
Alston & Bird LLP	General Counsel and Secretary
950 F Street NW	Autoliv, Inc.
Washington, DC 20004	Klarabergsviadukten 70, Section B,
202 239 3463	7th Floor
	SE-107 24, Stockholm, Sweden
	+46 8 587 20 600

Securities to be registered pursuant to Section 12(b) of the Act:

	Name of Each Exchange on Which
Title of Each Class to be so Registered	Each Class is to be Registered
Common stock, par value $1.00 per share	New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

None.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. (Check one):

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐  (Do not check if a smaller reporting company)	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

INFORMATION REQUIRED IN REGISTRATION STATEMENT

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10

Item 1. Business

The information required by this item is contained under the sections “Summary,” “Risk Factors,” “Special Note About Forward-Looking Statements,” “Unaudited Pro Forma Condensed Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Management,” “Executive and Director Compensation” and “Certain Relationships and Related Persons Transactions” of the information statement filed as Exhibit 99.1 to this Form 10 (the “information statement”). Those sections are incorporated herein by reference.

Item 1A. Risk Factors

The information required by this item is contained under the section “Risk Factors” of the information statement. That section is incorporated herein by reference.

Item 2. Financial Information

The information required by this item is contained under the sections “Capitalization,” “Selected Historical Combined Financial Data,” “Unaudited Pro Forma Combined Condensed Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the information statement. Those sections are incorporated herein by reference.

Item 3. Properties

The information required by this item is contained under the sections “Properties” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the information statement. Those sections are incorporated herein by reference.

Item 4. Security Ownership of Certain Beneficial Owners and Management

The information required by this item is contained under the section “Security Ownership of Certain Beneficial Owners and Management” of the information statement. That section is incorporated herein by reference.

Item 5. Directors and Executive Officers

The information required by this item is contained under the section “Management” of the information statement. That section is incorporated herein by reference.

Item 6. Executive Compensation

The information required by this item is contained under the sections “Management” and “Executive and Director Compensation” of the information statement. Those sections are incorporated herein by reference.

Item 7. Certain Relationships and Related Transactions, and Director Independence

The information required by this item is contained under the sections “Management,” “Executive and Director

Compensation” and “Certain Relationships and Related Persons Transactions” of the information statement. Those sections are incorporated herein by reference.

Item 8. Legal Proceedings

The information required by this item is contained under the section “Business —Legal Proceedings” of the information statement. That section is incorporated herein by reference.

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

The information required by this item is contained under the sections “Risk Factors,” “The Spin-Off,” “Trading Market,” “Executive and Director Compensation,” “Description of Capital Stock” and “Swedish Depository Receipts” of the information statement. Those sections are incorporated herein by reference.

Item 10. Recent Sales of Unregistered Securities

The information required by this item is contained under the section “Description of Capital Stock—Sale of Unregistered Securities” of the information. That section is incorporated herein by reference.

Item 11. Description of Registrant’s Securities to be Registered

The information required by this item is contained under the sections “Risk Factors—Risks Related to Our Securities” “Description of Capital Stock,” and “Swedish Depository Receipts” of the information statement. Those sections are incorporated herein by reference.

Item 12. Indemnification of Directors and Officers

The information required by this item is contained under the sections “Certain Relationships and Related Persons Transactions—Indemnification Agreements” and “Description of Capital Stock—Limitations on Liability and Indemnification of Officers and Directors and Insurance” of the information statement. Those sections are incorporated herein by reference.

Item 13. Financial Statements and Supplementary Data

The information required by this item is contained under the sections “Selected Historical Combined Financial Data,” “Unaudited Pro Forma Combined Condensed Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Index to Financial Statements” and the statements referenced therein of the information statement. Those sections are incorporated herein by reference.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 15. Financial Statements and Exhibits     

(a) Financial Statements

The information required by this item is contained under the section “Index to Financial Statements” of the information statement. That section is incorporated herein by reference.

(b) Exhibits

Exhibit No.	Description
2.1	Form of Distribution Agreement between Veoneer, Inc. and Autoliv, Inc.
3.1	Form of Amended and Restated Certificate of Incorporation†
3.2	Form of Amended and Restated Bylaws†
4.1	General Terms and Conditions for Swedish Depository Receipts in Veoneer, Inc.
10.1	Form of Employee Matters Agreement between Veoneer, Inc. and Autoliv, Inc.
10.2	Form of Tax Matters Agreement between Veoneer, Inc. and Autoliv, Inc.
10.3	Form of Amended and Restated Transition Services Agreement between Veoneer, Inc. and Autoliv, Inc.
10.4	Form of Indemnification Agreement to be entered into between Veoneer, Inc. and each of its directors and executive officers
10.5	Joint Venture Agreement, dated April 18, 2017, between Volvo Car Corporation and Autoliv Development AB regarding Zenuity AB**
10.6	Joint Venture Agreement, dated March  7, 2016, by and among Autoliv ASP, Inc., Autoliv AB, Autoliv Holding, Inc. and Nissin Kogyo Co., Ltd., Nissin Kogyo Holdings USA, Inc. and Zhongshan Nissin Industry Co., Ltd.†
10.7	Employment Agreement by and between Veoneer, Inc. and Jan Carlson†
10.8	Severance Agreement by and between Veoneer, Inc. and Jan Carlson†
10.9	Employment Agreement by and between Veoneer, Inc. and Mathias Hermansson†
10.10	Employment Agreement by and between Veoneer, Inc. and Johan Löfvenholm†
10.11	Change-in-Control Severance Agreement by and between Veoneer, Inc. and Johan Löfvenholm†
10.12	Employment Agreement by and between Veoneer, Inc. and Lars Sjöbring†
10.13	Change-in-Control Severance Agreement by and between Veoneer, Inc. and Lars Sjöbring†
10.14	Employment Agreement by and between Veoneer, Inc. and Thomas Jönsson†
10.15	Employment Agreement by and between Veoneer, Inc. and Mikko Taipale†
10.16	Employment Agreement by and between Veoneer, Inc. and Art Blanchford†
10.17	Employment Agreement by and between Veoneer, Inc. and Peter Rogbrant†
10.18	Employment Agreement by and between Veoneer, Inc. and Steve Rodé†
10.19	Form of Veoneer, Inc. 2018 Stock Incentive Plan
10.20	Form of Veoneer, Inc. Non-Employee Director Compensation Policy†
10.21	Cooperation Agreement among Autoliv, Inc., Veoneer, Inc. and Cevian Capital II GP Limited, dated May 24, 2018
10.22	Form of Support Agreement among Autoliv, Inc., Veoneer, Inc. and the other parties thereto
21.1	List of Subsidiaries†
99.1	Preliminary Information Statement, dated June 4, 2018

† Previously Filed.

** Portions of this exhibit have been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Exchange Act. The redacted portions of this exhibit have been filed with the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Veoneer, Inc.

By:	/s/ Mathias Hermansson
	Mathias Hermansson
	Chief Financial Officer

Date: June 4, 2018

EX-2.1

Exhibit 2.1

FORM OF DISTRIBUTION AGREEMENT

BY AND BETWEEN

AUTOLIV, INC.

AND

VEONEER, INC.

DATED AS OF                          , 2018

TABLE OF CONTENTS

ARTICLE I DEFINITIONS		1
1.1	Definitions	1
1.2	Interpretation	8
ARTICLE II INTERNAL RESTRUCTURING		9
ARTICLE III COMPLETION OF THE DISTRIBUTION		9
3.1	Actions Prior to the Distribution	9
3.2	Effecting the Distribution	10
3.3	Conditions to the Distribution	11
3.4	Sole Discretion	12
ARTICLE IV DISPUTE RESOLUTION		13
4.1	General Provisions	13
4.2	Negotiation by Senior Executives	14
4.3	Required Mediation	14
4.4	Binding Arbitration	14
4.5	Interim Equitable Relief	16
ARTICLE V MUTUAL RELEASES; INDEMNIFICATION; COOPERATION; INSURANCE		16
5.1	Release of Claims Prior to Distribution	16
5.2	Indemnification by Autoliv	18
5.3	Indemnification by Veoneer	19
5.4	Procedures for Indemnification	19
5.5	Additional Matters	21
5.6	Indemnification Obligations Net of Insurance Proceeds, Third Party Recoveries and Net Tax Benefit; Mitigation.	22
5.7	Survival of Indemnities	23
5.8	Right of Contribution	23
5.9	Covenant Not to Sue (Liabilities and Indemnity)	24
5.10	No Impact on Third Parties	24
5.11	No Cross-Claims or Third Party Claims	24
5.12	Severability	24
5.13	Specified Ancillary Agreements	25
5.14	Exclusivity	25
5.15	Cooperation	25
5.16	Product Liability, Warranty and Recall Claims and Insurance Coverage	26
5.17	Other Insurance Matters	29
ARTICLE VI EXCHANGE OF INFORMATION; CONFIDENTIALITY		30
6.1	Agreement for Exchange of Information	30
6.2	Ownership of Information	30
6.3	Compensation for Providing Information	30
6.4	Record Retention	31
6.5	Limitations of Liability	32
6.6	Other Agreements Providing for Exchange of Information	32
6.7	Auditors and Audits	32
6.8	Privileged Matters	33

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6.9 Confidentiality		35
6.10	Protective Arrangements	36
ARTICLE VII FURTHER ASSURANCES AND ADDITIONAL COVENANTS		37
7.1	Further Assurances	37
7.2	Performance	37
7.3	No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities	37
7.4	Mail Forwarding	38
7.5	Non-Solicitation Covenant	38
7.6	Order of Precedence	38
ARTICLE VIII TERMINATION		39
8.1	Termination	39
8.2	Effect of Termination	39
ARTICLE IX . MISCELLANEOUS		39
9.1	Counterparts; Entire Agreement; Corporate Power	39
9.2	Governing Law	40
9.3	Assignability	40
9.4	Third Party Beneficiaries	40
9.5	Notices	40
9.6	Severability	41
9.7	Force Majeure	41
9.8	Expenses	41
9.9	Headings	42
9.10	Survival of Covenants	42
9.11	Waivers of Default	42
9.12	Specific Performance	42
9.13	Amendments	42
9.14	Construction	42
9.15	Limited Liability	43
9.16	Exclusivity of Tax Matters Agreement	43
9.17	Limitations of Liability	43

Exhibits
Exhibit A	Master Transfer Agreement
Exhibit B	Employee Matters Agreement
Exhibit C	Tax Matters Agreement
Exhibit D	Amended and Restated Transition Services Agreement

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DISTRIBUTION AGREEMENT

This DISTRIBUTION AGREEMENT is entered into effective as of                     , 2018 (this “Agreement”), by and between Autoliv, Inc., a Delaware corporation (“Autoliv”), and Veoneer, Inc., a Delaware corporation (“Veoneer”). Autoliv and Veoneer are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

RECITALS:

WHEREAS, Autoliv owns 100% of the shares of common stock, par value $1.00 per share, of Veoneer (the “Veoneer Common Stock”);

WHEREAS, Autoliv and Veoneer entered into a Master Transfer Agreement, effective as of April 1, 2018 (the “Master Transfer Agreement”), which is attached hereto as Exhibit A, pursuant to which on or prior to April 1, 2018 (the “Restructuring Date”), Autoliv and its Subsidiaries entered into a series of transactions to separate the Veoneer Business from the Autoliv Business so that, as of the Restructuring Date, the Veoneer Business was held and operated by members of the Veoneer Group and the Autoliv Business was held and operated by members of the Autoliv Group (the “Restructuring”);

WHEREAS, the Board of Directors of Autoliv (the “Autoliv Board”) has determined after careful review and consideration that it is appropriate, desirable and in the best interests of Autoliv and its stockholders to separate Veoneer into a separate, publicly traded company;

WHEREAS, in order to effect the separation, the Autoliv Board has determined that it is appropriate, desirable and in the best interests of Autoliv and its stockholders for Autoliv to distribute to the holders of the Autoliv Common Stock (as defined herein), on a pro rata basis (in each case without consideration being paid by such stockholders), all of the outstanding shares of Veoneer Common Stock (with the holders of Swedish Depository Receipts representing shares of Autoliv Common Stock receiving Swedish Depository Receipts representing shares of Veoneer Common Stock) (the “Distribution”);

WHEREAS, the Parties intend that the Distribution will qualify as a tax-free distribution within the meaning of Sections 368(a)(1)(D) and 355 of the Code, and qualify as a tax-free distribution under the Lex-ASEA rules in Sweden; and

WHEREAS, each of the Parties has determined that it is necessary and desirable to set forth the principal corporate transactions required to effect the Distribution and to set forth other agreements that will govern certain other matters following the Distribution Effective Time.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. For the purpose of this Agreement, the following terms shall have the following meanings; provided, however, terms used in this Agreement that are not defined herein shall have the meanings set forth in the Master Transfer Agreement:

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“Action” means any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any Governmental Authority or in any arbitration or mediation.

“Affiliate” means, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, “control” (including with correlative meanings, “controlled by” and “under common control with”), when used with respect to any specified Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise.

“Agreement” has the meaning set forth in the Preamble.

“Amended and Restated Transition Services Agreement” means that certain Amended and Restated Transition Services Agreement by and between Autoliv and Veoneer, in substantially the form attached hereto as Exhibit D.

“Amended Financial Report” has the meaning set forth in Section 6.7(b).

“Ancillary Agreements” means, collectively, the various Contracts, resolutions and other documents entered into by the Parties or the members of their respective Groups (but to which no Third Party is a party) in connection with the Restructuring, the Distribution and the other transactions contemplated hereby, including the Master Transfer Agreement, the Transition Services Agreement, the Amended and Restated Transition Services Agreement, the Employee Matters Agreement and the Tax Matters Agreement.

“Arbitration Act” has the meaning set forth in Section 4.1(a).

“Arbitration Demand Notice” has the meaning set forth in Section 4.4(a).

“Autoliv” has the meaning set forth in the Preamble.

“Autoliv Board” has the meaning set forth in the Recitals.

“Autoliv Common Stock” means the shares of common stock, par value $1.00, of Autoliv.

“Autoliv Custodian” means Skandinaviska Enskilda Banken AB (publ), as the custodian for the Autoliv SDRs.

“Autoliv Group” means, immediately after the Restructuring Effective Time, (i) Autoliv and (ii) each Subsidiary of Autoliv (other than any Subsidiary that is a member of the Veoneer Group).

“Autoliv Indemnitees” has the meaning set forth in Section 5.3.

“Autoliv Liabilities” means the “Autoliv Liabilities” as set forth in the Master Transfer Agreement, as amended by Section 5.16 of this Agreement.

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“Autoliv SDRs” means the Swedish Depository Receipts of Autoliv, issued pursuant to the General Terms and Conditions for Swedish Depository Receipts in Autoliv, Inc., dated April 28, 1997, as amended on April 17, 1998, February 2, 1999, February 8, 2008, June 2011, November 21, 2011, March 23, 2016 and [•], 2018.

“Business Day” means any day that is not a Saturday, Sunday or any other day on which banking institutions located in either New York, New York or Stockholm, Sweden are required or authorized by Law to be closed.

“Business Records” means all files, documents, instruments, papers, books, reports, records, tapes, microfilms, photographs, letters, ledgers, journals, financial statements, technical documentation (design specifications, functional requirements, operating instructions, logic manuals, flow charts, etc.), user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.), Tax Returns, other tax work papers and files and other documents in whatever form, physical, electronic or otherwise.

“Claim” means any claim, demand, cause of action, judgment, assertion of rights, allegation, or entitlement to fees, damages, debts, obligations, liabilities or expenses (inclusive of attorneys’ accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights) of any kind whatsoever, including any Action.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commission” means the United States Securities and Exchange Commission.

“Contract” means any written, oral, implied or other contract, agreement, covenant, lease, license, guaranty, indemnity, representation, warranty, assignment, sales order, purchase order, power of attorney, instrument or other commitment, assurance, undertaking or arrangement that is binding on any Person or entity or any part of its property under applicable Law.

“Covered Matter” has the meaning set forth in Section 5.17(h).

“CPR” has the meaning set forth in Section 4.3(a).

“Disclosure Documents” means any registration statement (including the Form 10, but not including the exhibits thereto other than to the extent the information in any such exhibit is incorporated by reference into the Form 10 itself) filed with the Commission by or on behalf of any Party or any member of its Group, the Swedish Prospectus, and any information statement (including the Information Statement), prospectus, offering memorandum, offering circular, periodic report or similar disclosure document, whether or not filed with the Commission or any other Governmental Authority, in each case, which describes the Restructuring or the Distribution or the Veoneer Group or primarily relates to the transactions contemplated hereby or by the Master Transfer Agreement, including the Restructuring, the Distribution or the Financing Arrangements.

“Dispute” has the meaning set forth in Section 4.1(a).

“Dispute Committee” has the meaning set forth in Section 4.2(a).

“Distribution” has the meaning set forth in the Recitals.

“Distribution Agent” means Computershare Trust Company, N.A.

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“Distribution Date” means the date on which Autoliv, through the Distribution Agent, distributes all of the issued and outstanding shares of Veoneer Common Stock to Record Holders of Autoliv Common Stock in the Distribution.

“Distribution Effective Time” means 12:01 a.m., New York time, on the Distribution Date (or such other time as may be agreed to in writing by the Parties).

“Employee Matters Agreement” means the Employee Matters Agreement by and among Autoliv and Veoneer, in substantially the form attached hereto as Exhibit B.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Financing Arrangements” means the financing arrangements described in the Information Statement (including the Unaudited Pro Forma Condensed Combined Financial Statements included therein).

“Force Majeure” means, with respect to a Party, an event beyond the control of such Party (or any Person acting on its behalf), which by its nature could not have been reasonably foreseen by such Party (or such Person) or, if it could have been reasonably foreseen, was unavoidable, and includes acts of God, storms, floods, riots, labor unrest, pandemics, nuclear incidents, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities, or other national or international calamity or one or more acts of terrorism or failure of energy sources or distribution or transportation facilities. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Party’s response thereto shall not be deemed an event of Force Majeure.

“Form 10” means the registration statement on Form 10 (Registration No. 001-38471) filed by Veoneer with the Commission under the Exchange Act in connection with the Distribution, including any amendment or supplement thereto and, unless the context otherwise indicates, any exhibit thereto.

“Governmental Approvals” means any notices or reports to be submitted to, or other filings to be made with, or any consents, registrations, approvals, permits or authorizations to be obtained from, any Governmental Authority.

“Governmental Authority” means any nation or government, any state, province, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, provincial, regional, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any official thereof.

“Group” means either the Veoneer Group or the Autoliv Group, as the context requires.

“Indemnifiable Loss” and “Indemnifiable Losses” means any and all Liabilities, Losses, deficiencies, obligations, penalties, judgments, settlements, claims, payments, fines, fees, administrative penalties, interest and Taxes (including the costs and expenses of any and all Actions, assessments, judgments, settlements and compromises relating thereto and the reasonable costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder), excluding special, consequential, reputational, indirect or punitive damages (other than special, consequential, indirect, reputational and/or punitive damages awarded by a court of competent jurisdiction in connection with a Third Party Claim (and, in such a case, only to the extent awarded in such Third Party Claim)).

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“Indemnifying Party” has the meaning set forth in Section 5.4(a).

“Indemnitee” has the meaning set forth in Section 5.4(a).

“Information” means information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium and regardless of location, including (a) Technology and (b), to the extent not described by clause (a), technical, financial, employee or business information or data, studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, trade or business secrets, techniques, strategies, standards, policies, products, plans, programs, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names and records, supplier names and records, customer and supplier lists, customer and vendor data or correspondence, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other financial employee or business information or data, files, papers, tapes, keys, correspondence, plans, invoices, forms, product data and literature, promotional and advertising materials, operating manuals, instructional documents, quality records and regulatory and compliance records.

“Information Statement” means the Information Statement attached as an exhibit to the Form 10 sent to the holders of shares of Autoliv Common Stock in connection with the Distribution, including any amendment or supplement thereto.

“Initial Notice” has the meaning set forth in Section 4.2(a).

“Insurance Proceeds” means those monies: (a) received by an insured Person from any insurer, insurance underwriter, mutual protection and indemnity club or other risk collective; or (b) paid on behalf of an insured Person by any insurer, insurance underwriter, mutual protection and indemnity club or other risk collective, on behalf of the insured, in either such case net of any costs or expenses incurred in the collection thereof.

“Law” means any national, supranational, federal, state, provincial, regional, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other legally enforceable requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

“Liabilities” means any and all Indebtedness, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediations, deficiencies, reimbursement obligations in respect of letters of credit, damages, payments, fines, penalties, claims, settlements, judgments, sanctions, costs, expenses, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, reflected on a balance sheet or otherwise, or determined or determinable, including those arising under any Law, Action (including any Third Party Claim), or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any Contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment or undertaking or terms of employment, whether imposed or sought to be imposed by a Governmental Authority, another third Person, or a Party, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, or otherwise, in each case, including the costs and expenses of any

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and all Actions, assessments, judgments, settlements and compromises relating thereto and attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights, in each case (a) including any fines, damages or equitable relief that is imposed in connection therewith and (b) other than Taxes.

“Losses” means any and all damages, losses (including diminution in value), deficiencies, liabilities, obligations, penalties, sanctions, judgments, settlements, claims, payments, interest, costs, fees, fines and expenses (including the costs and expenses of any and all Actions, assessments, judgments, settlements and compromises relating thereto and attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights), whether or not involving a Third Party Claim, other than Taxes.

“Master Transfer Agreement” has the meaning set forth in the Recitals.

“Mediation Request” has the meaning set forth in Section 4.3(a).

“Net Tax Benefit” has the meaning set forth in Section 5.6(a).

“NYSE” means the New York Stock Exchange.

“Overlapping Claim” means any Veoneer Product Claim that relates to or arises from Veoneer Products that include both Pre-Effective Time Veoneer Products and Post-Effective Time Veoneer Products.

“Parties” or “Party” has the meaning set forth in the Preamble.

“Person” means any individual, general or limited partnership, corporation, business trust, joint venture, association, company, limited liability company, unincorporated organization, a limited liability entity, any other entity or any Governmental Authority.

“Post-Effective Time Veoneer Products” means, with respect to any Veoneer Company, Veoneer Products manufactured by such Veoneer Company with a manufacturing date for such Veoneer Product after the Restructuring Effective Time.

“Post-Effective Time Veoneer Product Claims” means Veoneer Product Claims that relate to or arise from Post-Effective Time Veoneer Products.

“Pre-Effective Time Veoneer Products” means Veoneer Products manufactured by a Veoneer Company or a member of the Autoliv Group with a manufacturing date for such Veoneer Product prior to the Restructuring Effective Time.

“Pre-Effective Time Veoneer Product Claims” means Veoneer Product Claims that relate to or arise from Pre-Effective Time Veoneer Products.

“Procedure” has the meaning set forth in Section 4.2(a).

“Record Date” means such date as may be determined by the Autoliv Board as the record date for the Distribution.

“Record Holders” means the holders of record of Autoliv Common Stock as of the Record Date.

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“Records Facility” has the meaning set forth in Section 6.4(a).

“Restructuring” has the meaning set forth in the Recitals.

“Restructuring Effective Time” means the “Effective Time” as defined in the Master Transfer Agreement.

“SCC Rules” has the meaning set forth in Section 4.4(b).

“Security Interest” means any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-entry, covenant, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever, excluding restrictions on transfer under securities Laws.

“SFSA” means the Swedish Financial Supervisory Authority.

“Specified Ancillary Agreements” means, collectively, the Amended and Restated Transition Services Agreement, the Employee Matters Agreement and the Tax Matters Agreement.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which such Person (a) beneficially owns or controls, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities of such Person, (ii) the total combined equity interests or (iii) the capital or profit interests, in the case of a partnership, or (b) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body.

“Swedish Prospectus” means the prospectus approved and registered by the SFSA, for the purposes of the admission to trading on Nasdaq Stockholm, and made available to Autoliv SDR holders entitled to receive Veoneer SDRs in the Distribution.

“Tangible Information” means Information that is contained in written, electronic or other tangible forms.

“Tax” has the meaning set forth in the Tax Matters Agreement.

“Tax Authority” has the meaning set forth in the Tax Matters Agreement.

“Tax Contest” has the meaning set forth in the Tax Matters Agreement.

“Tax Matters Agreement” means the Tax Matters Agreement by and among Autoliv and Veoneer, in substantially the form attached hereto as Exhibit C.

“Tax Records” has the meaning set forth in the Tax Matters Agreement.

“Tax Returns” has the meaning set forth in the Tax Matters Agreement.

“Third Party” means any Person who is not a member of the Autoliv Group or the Veoneer Group.

“Third Party Claim” has the meaning set forth in Section 5.4(b).

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“Transfer Documents” means the Master Transfer Agreement and all of the “Ancillary Agreements” (as such term is defined in the Master Transfer Agreement) entered into in connection with the Restructuring, at or prior to the Restructuring Effective Time.

“Veoneer” has the meaning set forth in the Preamble.

“Veoneer Common Stock” has the meaning set forth in the Preamble.

“Veoneer Custodian” means Skandinaviska Enskilda Banken AB (publ), as the custodian for the Veoneer SDRs.

“Veoneer Group” means, immediately after the Restructuring Effective Time, (a) Veoneer and (b) each Subsidiary of Veoneer.

“Veoneer Indemnitees” has the meaning set forth in Section 5.2.

“Veoneer Liabilities” means the “Veoneer Liabilities” as set forth in the Master Transfer Agreement, as amended by Section 5.16 of this Agreement.

“Veoneer Product Claims” means all Third Party Claims that are related to or arise from a Veoneer Product’s lack of compliance with a customer’s, original equipment manufacturer’s or any Permit’s specifications or any functionality requirements, including product recall claims, product liability claims, and expressed or implied warranty claims, and any actual or potential first party recalls to address an occupant safety risk of any Veoneer Products initiated by Autoliv or Veoneer.

“Veoneer Products” means each individual product unit (including Software) produced or manufactured in the Veoneer Business.

“Veoneer SDRs” means the Swedish Depository Receipts of Veoneer, issued pursuant to the General Terms and Conditions for Swedish Depository Receipts in Veoneer, Inc., dated [•], 2018.

1.2 Interpretation. In this Agreement and any Ancillary Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” “herewith”     and words of similar import, and the terms “Agreement” and “Ancillary Agreement” shall, unless otherwise stated, be construed to refer to this Agreement or the applicable Ancillary Agreement as a whole (including all of the Schedules, Exhibits, Annexes and Appendices hereto and thereto) and not to any particular provision of this Agreement or such Ancillary Agreement; (c) Article, Section, Exhibit, Schedule and Appendix references are to the Articles, Sections, Exhibits, Schedules and Appendices to this Agreement (or the applicable Ancillary Agreement) unless otherwise specified; (d) the word “including” and words of similar import when used in this Agreement (or the applicable Ancillary Agreement) shall mean “including, without limitation”; (e) the word “or” shall not be exclusive; (f) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” and words of similar import shall all be references to the date first stated in the preamble to this Agreement, regardless of any amendment or restatement hereof; (g) unless otherwise provided, all references to “$” or “dollars” are to United States dollars; and (h) references to the performance, discharge or fulfillment of any Liability in accordance with its terms shall have meaning only to the extent such Liability has terms, and if the Liability does not have terms, the reference shall mean performance, discharge or fulfillment of such Liability.

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ARTICLE II

INTERNAL RESTRUCTURING

Subject to the terms and conditions of the Master Transfer Agreement, prior to the date hereof, Autoliv completed the Restructuring such that as of the Restructuring Effective Time (i) all of Autoliv’s and its Subsidiaries’ rights, title and interest in and to the Autoliv Assets were owned or held by the Autoliv Group, the Autoliv Business was conducted by the Autoliv Group and all of the Autoliv Liabilities were Assumed directly or indirectly by (or remained with) the Autoliv Group and (ii) Veoneer, directly or indirectly, owned the equity interests of all of the Transferred Entities, all of Autoliv’s and its Subsidiaries’ rights, title and interest in and to the Veoneer Assets were owned or held by the Veoneer Group, the Veoneer Business was conducted by the Veoneer Group and all of the Veoneer Liabilities were Assumed directly or indirectly by (or remained with) the Veoneer Group.

ARTICLE III

COMPLETION OF THE DISTRIBUTION

3.1 Actions Prior to the Distribution. Prior to the Distribution Effective Time, subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:

(a) U.S. Securities Law Matters. Veoneer shall file with the Commission any amendments or supplements to the Form 10 as may be necessary or advisable in order to cause the Form 10 to become and remain effective as required by the Commission or U.S. federal, state or other applicable securities Laws. Autoliv and Veoneer shall cooperate in preparing, filing with the Commission and causing to become effective registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other equity incentive plans necessary or advisable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements.

(b) Swedish Securities Law Matters. Veoneer shall file with the SFSA any amendments or supplements to the Swedish Prospectus as may be necessary or advisable in order to cause the Swedish Prospectus to be approved and registered by the SFSA.

(c) Certificate of Incorporation. On or prior to the Distribution Date, Autoliv and Veoneer shall take all necessary action that may be required to provide for the adoption by Veoneer of the amended and restated certificate of incorporation filed by Veoneer with the Commission as an exhibit to the Form 10, to be effective as of the Distribution Effective Time.

(d) Bylaws. On or prior to the Distribution Date, Autoliv and Veoneer shall take all necessary action that may be required to provide for the adoption by Veoneer of the amended and restated bylaws filed by Veoneer with the Commission as an exhibit to the Form 10, to be effective as of the Distribution Effective Time.

(e) Officers and Directors. On or prior to the Distribution Effective Time, the Parties shall take all necessary action so that, as of the Distribution Effective Time, the executive officers and directors of Veoneer will be as set forth in the Information Statement.

(f) Financings. Prior to or on the Distribution Date, Autoliv shall cause all conditions to the availability of the funding under the Financing Arrangements to be satisfied.

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(g) Stock-Based Employee Benefit Plans. Autoliv and Veoneer shall take all actions as may be necessary to approve the grants of adjusted equity awards by Autoliv (in respect of shares of Autoliv Common Stock) and Veoneer (in respect of shares of Veoneer Common Stock) in connection with the Distribution in order to satisfy the requirements of Rule 16b-3 under the Exchange Act.

(h) Satisfying Conditions to the Distribution. Autoliv and Veoneer shall cooperate to cause the conditions to the Distribution set forth in Section 3.3 to be satisfied and to effect the Distribution at the Distribution Effective Time.

3.2 Effecting the Distribution.

(a) Delivery of Veoneer Common Stock. Subject to Section 3.3, on or prior to the Distribution Date, Autoliv and Veoneer shall deliver to the Distribution Agent, for the benefit of the Record Holders (other than the Autoliv Custodian), book-entry transfer authorizations for such number of the outstanding shares of Veoneer Common Stock as is necessary to effect the Distribution (other than the Distribution in respect of Autoliv SDRs), and shall cause the transfer agent for the shares of Autoliv Common Stock to instruct the Distribution Agent to distribute at the Distribution Effective Time the appropriate number of shares of Veoneer Common Stock to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. Veoneer will not issue paper stock certificates in respect of the shares of Veoneer Common Stock. The Distribution shall be effective at the Distribution Effective Time.

(b) Delivery of Veoneer SDRs. Subject to Section 3.3, on or prior to the Distribution Date, Autoliv and Veoneer (i) shall deliver to the Veoneer Custodian, for the benefit of the holders of Autoliv SDRs, book-entry transfer authorizations for such number of the outstanding shares of Veoneer Common Stock as is necessary to effect the Distribution in respect of Autoliv SDRs, and shall receive a corresponding number of Veoneer SDRs from the Veoneer Custodian and (ii) shall deliver such Veoneer SDRs to the Autoliv Custodian, for the benefit of holders of Autoliv SDRs, and instruct the Autoliv Custodian to distribute at the Distribution Effective Time the appropriate number of Veoneer SDRs to each holder of Autoliv SDRs or to the designated transferee or transferees of such holder by way of direct registration in book-entry form.

(c) Distribution of Shares and Cash. Subject to Section 3.3, each Record Holder shall be entitled to receive in the Distribution: (i) one share of Veoneer Common Stock for every one share of Autoliv Stock held by such Record Holder as of the Record Date and (ii) cash, if applicable, in lieu of fractional shares which cash shall be obtained and distributed in the manner provided in Section 3.2(d). All of the shares of Veoneer Common Stock distributed (including Veoneer Common Stock transferred to the Veoneer Custodian) will be validly issued, fully paid and non-assessable.

(d) No Fractional Shares. No fractional shares shall be distributed or credited to book-entry accounts in connection with the Distribution. As soon as practicable on or after the Distribution Date, Autoliv shall direct the Distribution Agent to determine the number of whole shares and fractional shares of Veoneer Common Stock allocable to each holder of record or beneficial owner of Autoliv Common Stock as of the Record Date, to aggregate all such fractional shares and to sell the whole shares obtained thereby in open market transactions at the prevailing market prices, and to cause to be distributed to each such holder or for the benefit of each such beneficial owner, in lieu of any fractional share, such holder’s or owner’s ratable share of the proceeds of such sale, after deducting any Taxes required to be withheld and after deducting an amount equal to all brokerage charges, commissions and transfer Taxes attributed to such sale. Neither Autoliv nor Veoneer shall be required to guarantee any minimum sale price for the fractional shares of Veoneer Common Stock. Neither Autoliv nor Veoneer shall be required to pay any interest on the proceeds from the sale of fractional shares.

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(e) Beneficial Owners. Solely for purposes of computing fractional share interests pursuant to Section 3.2(d), the beneficial owner of Autoliv Common Stock held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares.

(f) Unclaimed Shares. Any shares of Veoneer Common Stock or cash in lieu of shares of Veoneer Common Stock (or fractions thereof) that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to Veoneer, and Veoneer shall hold such shares of Veoneer Common Stock for the account of such Record Holder, and the Parties agree that all obligations to provide such shares of Veoneer Common Stock and cash, if any, in lieu of shares of Veoneer Common Stock (or fractions thereof) shall be obligations of Veoneer, subject in each case to applicable escheat or other abandoned property Laws, and Autoliv shall have no Liability with respect thereto.

(g) Treatment of Veoneer Common Stock. Until the Veoneer Common Stock is duly transferred in accordance with this Section 3.2 and applicable Law, from and after the Distribution Effective Time, Veoneer will regard the Persons entitled to receive such Veoneer Common Stock and Veoneer SDRs as record holders of Veoneer Common Stock or Veoneer SDRs, as applicable, in accordance with the terms of the Distribution without requiring any action on the part of such Persons. Veoneer and Autoliv agree that from and after the Distribution Effective Time each such holder will be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the Veoneer Common Stock and Veoneer SDRs, as applicable, then deemed to be held by such holder.

3.3 Conditions to the Distribution. The consummation of the Distribution shall be subject to the satisfaction or waiver by Autoliv in its sole and absolute discretion, of the following conditions:

(a) Approval by Autoliv Board. This Agreement and the transactions contemplated hereby, including the declaration of the Distribution, shall have been approved by the Autoliv Board, and such approval shall not have been withdrawn.

(b) Effectiveness of Form 10; Mailing of Information Statement. The Form 10 shall have been declared effective by the Commission, no stop order suspending the effectiveness thereof shall be in effect, no Actions for such purpose shall be pending before or threatened by the Commission, and the Information Statement included therein shall have been mailed to Autoliv’s stockholders as of the Record Date.

(c) Approval of Swedish Prospectus. The Swedish Prospectus shall have been approved by and registered with the SFSA.

(d) Listing on NYSE. The Veoneer Common Stock to be distributed to the Autoliv stockholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution.

(e) Listing on Nasdaq Stockholm. The Veoneer SDRs shall have been accepted for listing on Nasdaq Stockholm, subject to official notice of distribution.

(f) Securities Laws. The actions and filings necessary or appropriate under applicable securities Laws in connection with the Distribution shall have been taken or made, and, where applicable, have become effective or been accepted by the applicable Governmental Authority.

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(g) Blue Sky Filings. Any required actions and filings with regard to state securities and blue sky laws of the U.S. (and any comparable Laws under any applicable foreign jurisdictions) will have been taken and, where applicable, will have become effective or been accepted.

(h) Completion of the Restructuring. The Restructuring shall have been completed.

(i) US Legal Tax Opinion. Autoliv shall have received an opinion from Alston & Bird LLP, its tax counsel, in form and substance satisfactory to Autoliv, to the effect that the Distribution should qualify as a transaction that is tax free under Sections 368(a)(1)(D) and 355 of the Code.

(j) Swedish Tax Advice. Autoliv shall have received written advice from Deloitte Sweden, its tax counsel, to the effect that the Distribution is generally tax exempt for Swedish income tax purposes under the Lex-ASEA rules.

(k) Solvency Opinion. The Autoliv Board shall have obtained an opinion from a nationally recognized valuation firm, in form and substance satisfactory to Autoliv, with respect to the capital adequacy and solvency of Autoliv after giving effect to the Distribution.

(l) Execution of Specified Ancillary Agreements. Each of the Specified Ancillary Agreements shall have been duly executed and delivered by the parties thereto.

(m) Distribution Agent Agreement. Autoliv will have entered into a Distribution Agent Agreement with, or provided instructions regarding the Distribution to, the Distribution Agent.

(n) Financing Arrangements. The Financing Arrangements described in the Information Statement as having occurred prior to the Distribution shall have been consummated on or prior to the Distribution Date.

(o) Other Actions. The actions and events set forth in Section 3.1 shall have occurred.

(p) Governmental Approvals. All material Governmental Approvals necessary to consummate the Distribution shall have been obtained and be in full force and effect.

(q) No Order or Injunction. No order, injunction or decree issued by any Governmental Authority of competent jurisdiction, or other legal restraint or prohibition preventing the consummation of all or any portion of the Distribution, shall be pending, threatened, issued or in effect, and no other event outside the control of Autoliv shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution.

(r) No Circumstances Making Distribution Inadvisable. No events or developments shall have occurred or exist that, in the judgment of the Autoliv Board, in its sole and absolute discretion, make it inadvisable to effect the Distribution or the other transactions contemplated hereby, or would result in the Distribution or the other transactions contemplated hereby not being in the best interests of Autoliv or its stockholders.

3.4 Sole Discretion. The foregoing conditions are for the sole benefit of Autoliv and shall not give rise to or create any duty on the part of Autoliv or the Autoliv Board to waive or not waive such conditions or in any way limit Autoliv’s right to terminate this Agreement as set forth in Article VIII or alter the consequences of any such termination from those specified in such Article. Any determination made by the Autoliv Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3 shall be conclusive.

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ARTICLE IV

DISPUTE RESOLUTION

4.1 General Provisions.

(a) Any dispute, controversy or claim between the Parties or any members of their respective Groups arising out of or relating to this Agreement or the Ancillary Agreements, including with respect to (i) the validity, interpretation, performance, breach or termination thereof or (ii) whether any Asset or Liability not specifically characterized in the Master Transfer Agreement or its Schedules, the Transfer Documents or this Agreement, whose proper characterization is disputed, is a Veoneer Asset, Autoliv Asset, Veoneer Liability or Autoliv Liability, shall be resolved in accordance with the procedures set forth in this Article IV (a “Dispute”), which shall be the sole and exclusive procedures for the resolution of any such Dispute unless otherwise specified in this Article IV or Article V. EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE IV, EACH PARTY ON BEHALF OF ITSELF AND EACH MEMBER OF ITS GROUP IRREVOCABLY WAIVES ANY RIGHT TO ANY TRIAL IN A COURT THAT WOULD OTHERWISE HAVE JURISDICTION OVER ANY DISPUTE.

(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE ANCILLARY AGREEMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY BASED UPON, RELATING TO OR ARISING FROM THIS AGREEMENT AND ANY OF THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES SUCH WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.1(b).

(c) The specific procedures set forth in this Article IV, including the time limits referenced herein, may be modified by agreement of both of the Parties in writing.

(d) Commencing with the Initial Notice contemplated by Section 4.2, all applicable statutes of limitations and defenses based upon the passage of time shall be tolled while the procedures specified in this Article IV are pending. The Parties shall take any necessary or appropriate action required to effectuate such tolling.

(e) Commencing with the Initial Notice contemplated by Section 4.2, any communications between the Parties or their representatives in connection with the attempted negotiation of any Dispute, and all dispute resolution proceedings pursuant to this Article IV, shall be confidential and shall be deemed to have been delivered in furtherance of a Dispute settlement negotiation and shall be exempt from disclosure and production, and shall not be admissible into evidence for any reason (whether as an admission or otherwise), in any arbitral or other proceeding for the adjudication of any Dispute; provided, that evidence that is otherwise subject to disclosure or admissible shall not be rendered outside the scope of disclosure or inadmissible as a result of its use in the negotiation.

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(f) Except as required by applicable Law, the Parties shall hold, and shall cause their respective Subsidiaries and Representatives to hold, the existence, content and result of mediation or arbitration in accordance with the provisions of this Article IV in confidence (other than disclosure to its advisors, to the extent disclosure is otherwise permitted pursuant to Section 6.9 or as may be required in order to enforce any agreement or award). Each of the Parties shall request that the mediator or arbitrator, as applicable, comply with such confidentiality requirement.

4.2 Negotiation by Senior Executives.

(a) The Parties shall seek to settle amicably all Disputes by negotiation. The Parties shall first attempt in good faith to resolve the Dispute by negotiation in the normal course of business at the operational level within thirty (30) days after written notice is received by either Party regarding the existence of a Dispute (the “Initial Notice”). If the Parties are unable to resolve the Dispute within such thirty (30)-day period, the Parties shall then attempt in good faith to resolve the Dispute by negotiation between two members of the Parties’ respective executive management teams designated by the Parties (such designated executives, the “Dispute Committee”). The Parties agree that the members of the Dispute Committee shall have full and complete authority on behalf of their respective Parties to resolve any Disputes submitted pursuant to this Section 4.2. Such Dispute Committee members and other applicable executives shall meet in person or by teleconference or video conference within forty (40) days of receipt of the Initial Notice by a Party to seek a resolution of the Dispute. In the event that the Dispute Committee and other applicable executives are unable to agree to a format for such meeting, the meeting shall be convened in person at a mutually acceptable location in Stockholm, Sweden.

(b) If the Parties are unable for any reason to resolve a Dispute within sixty (60) days after receipt of the Initial Notice by a Party, or such longer period as the Parties may agree to in writing, or if a Party reasonably concludes that the other Party is not willing to negotiate in good faith as contemplated by this Section 4.2, either Party may submit the Dispute to mediation in accordance with Section 4.3.

4.3 Required Mediation.

(a) Any Dispute not resolved pursuant to Section 4.2 shall, at the written request of any Party (a “Mediation Request”), be submitted to mediation in accordance with the International Institute for Conflict Prevention & Resolution (“CPR”) Mediation Procedure (the “Procedure”) then in effect, except as otherwise set forth in this Article IV. The mediation shall be held in Stockholm, Sweden or such other place as the Parties may mutually agree. The Parties shall have twenty (20) days from receipt by a Party of a Mediation Request to agree on a mediator. If no mediator has been agreed upon by the Parties within twenty (20) days of receipt by a Party of a Mediation Request, then any Party may request (on written notice to the other Party), that CPR appoint a mediator in accordance with the Procedure.

(b) If the Dispute has not been resolved within the earlier of sixty (60) days of the appointment of a mediator or ninety (90) days after receipt by a Party of a Mediation Request, or within such longer period as the Parties may agree to in writing, either Party may submit the Dispute to binding arbitration in accordance with Section 4.4; provided, however, that if one Party fails to participate in the mediation, the other Party may commence arbitration in accordance with Section 4.4 prior to the expiration of the time periods set forth above.

4.4 Binding Arbitration.

(a) Any Dispute not resolved pursuant to Section 4.2 or 4.3 shall, at the written request of any Party (an “Arbitration Demand Notice”), be submitted to binding arbitration in accordance with this Section 4.4. If either Party shall deliver an Arbitration Demand Notice, the other Party may itself deliver an Arbitration Demand Notice to such first Party with respect to any related Dispute without the requirement of first delivering a Dispute Notice as contemplated by Section 4.2 or a Mediation Request as contemplated by Section 4.3. Subject to Section 4.5, upon delivery of an Arbitration Demand Notice pursuant to this Section 4.4, the Dispute shall be decided in accordance with this Section 4.4.

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(b) Any Dispute resolved pursuant to this Section 4.4 shall be finally settled under the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC Rules”); provided, however, that to the extent that the provisions of this Agreement and the SCC Rules conflict, the provisions of this Agreement (including this Article IV) shall govern. In addition to the SCC Rules, the Parties agree that the arbitration shall be conducted according to the IBA Rules on the Taking of Evidence in International Arbitration.

(c) Unless otherwise agreed to by the Parties in writing, any Dispute to be decided in arbitration hereunder shall be decided (i) before a sole arbitrator if the amount in dispute, inclusive of all claims and counterclaims, totals less than $10,000,000; or (ii) by an arbitral tribunal of three (3) arbitrators if the amount in dispute, inclusive of all claims and counterclaims, is equal to or greater than $10,000,000. Any arbitrator selected pursuant to this Section 4.4 shall be neutral and disinterested with respect to each of the Parties and the subject matter of the Dispute.

(d) The language of the arbitration shall be English. The place of arbitration shall be Stockholm, Sweden. Unless otherwise agreed to by the Parties in writing, the Parties shall conduct the arbitration as quickly as is reasonably practicable and shall use commercially reasonable efforts to ensure that the time between the date on which the sole arbitrator is confirmed or the arbitral tribunal is constituted, as the case may be, and the date of the commencement of the evidentiary hearing does not exceed one-hundred and eighty (180) days. Failure to meet the foregoing timeline will not render the award invalid, unenforceable or subject to annulment.

(e) The sole arbitrator or arbitral tribunal shall not award any relief not specifically requested by the Parties and, in any event, shall not award any special, consequential, indirect, reputational, and/or punitive damages (other than special, consequential, indirect, reputational and/or punitive damages awarded by a court of competent jurisdiction in connection with a Third Party Claim (and, in such a case, only to the extent awarded in such Third Party Claim).

(f) The agreement to arbitrate any Dispute set forth in this Section 4.4 shall continue in full force and effect subsequent to, and notwithstanding the completion, expiration or termination of, this Agreement.

(g) Any arbitration award shall be an award with a holding in favor of or against a Party and shall include findings as to facts, issues or conclusions of law, and shall include a statement of the reasoning on which the award rests. The award must also be in adequate form so that a judgment of a court may be entered thereupon.

(h) Without prejudice to this binding arbitration agreement, each Party irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of New York and the federal courts sitting within the State of New York in connection with any post-award proceedings or court proceedings in aid of arbitration that are authorized by the Federal Arbitration Act (9 U.S.C. §§ 1-16) or Article 75 of the New York Civil Practice Law and Rules. The Parties waive all objections that they may have at any time to the laying of venue of any Actions brought in such courts, waive any claim that such Actions have been brought in an inconvenient forum and further waive the right to object with respect to such Actions that any such court does not have jurisdiction over such Party. Judgment upon any awards rendered by the arbitrator may be entered in any court having jurisdiction thereof.

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(i) The sole arbitrator or arbitral tribunal shall have full power and authority to determine issues of arbitrability. It is the intent of the Parties that the agreement to arbitrate any Dispute set forth in this Section 4.4 shall be interpreted and applied broadly such that all reasonable doubts as to arbitrability of a Dispute shall be decided in favor of arbitration.

(j) The sole arbitrator or arbitral tribunal shall award to the prevailing Party, if any, the costs of the arbitrator or tribunal, expert witness fees, and attorneys’ fees reasonably incurred by such prevailing Party or its Affiliates in connection with the arbitration.

(k) If a Party fails or refuses to appear at and participate in an arbitration hearing after due notice, the sole arbitrator or arbitral tribunal may hear and determine the controversy upon evidence produced by the appearing Party. Any decision rendered under such circumstances shall be as valid and enforceable as if the Parties had appeared and participated fully at all stages.

(l) The Parties undertake to keep confidential all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another Party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a Party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority.

4.5 Interim Equitable Relief. REGARDLESS OF WHETHER A DISPUTE NOTICE, MEDIATION REQUEST OR ARBITRATION DEMAND NOTICE HAS BEEN DELIVERED, PRIOR TO THE TIME AT WHICH THE MEDIATOR OR ARBITRATOR IS APPOINTED PURSUANT TO THIS ARTICLE IV, EITHER PARTY MAY SEEK INTERIM EQUITABLE RELIEF IN A COURT OF COMPETENT JURISDICTION IF NECESSARY IN ORDER TO PRESERVE AND PROTECT THE STATUS QUO. NEITHER THE REQUEST FOR, NOR THE GRANT OR DENIAL OF, ANY SUCH RELIEF SHALL BE DEEMED A WAIVER OF THE DISPUTE RESOLUTION OBLIGATIONS SET FORTH HEREIN, AND A MEDIATOR OR ARBITRATOR MAY ORDER THE PARTIES TO PETITION THE COURT TO DISSOLVE, CONTINUE OR MODIFY ANY SUCH ORDER.

4.6 Counsel for Disputes. Autoliv and Veoneer hereby agree that, in the event of a dispute between the Parties or any members of their respective Groups that relates to or arises out of this Agreement, neither Party nor any member of their respective Groups will be represented by any outside counsel that represented Autoliv in connection with this Agreement, any Ancillary Agreement, the Distribution or the Reorganization.

ARTICLE V

MUTUAL RELEASES; INDEMNIFICATION; COOPERATION; INSURANCE

5.1 Release of Claims Prior to Distribution.

(a) Except as provided in Section 5.1(c), effective as of the Distribution Effective Time, Autoliv does hereby, for itself and each other member of the Autoliv Group, their respective Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Distribution Effective Time have been stockholders, directors, officers, agents or employees of any member of the Autoliv Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) Veoneer, the respective members of the Veoneer Group, their respective Affiliates, successors and assigns, and (ii) all Persons who at any time prior to the Distribution Effective Time have been stockholders, directors, officers, agents or employees of any member of the Veoneer Group (in each case, in their respective capacities as such), and their respective heirs, executors,

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administrators, successors and assigns, in each case from (A) all Autoliv Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement the Restructuring and the Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Distribution Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Distribution Effective Time), in each case for this clause (C), to the extent relating to, arising out of or resulting from the Autoliv Business, the Autoliv Assets or the Autoliv Liabilities.

(b) Except as provided in Section 5.1(c), effective as of the Distribution Effective Time, Veoneer does hereby, for itself and each other member of the Veoneer Group, their respective Affiliates, successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Distribution Effective Time have been stockholders, directors, officers, agents or employees of any member of the Veoneer Group (in each case, in their respective capacities as such), surrender, relinquish, release and forever discharge (i) Autoliv, the respective members of the Autoliv Group, their respective Affiliates (other than any member of the Veoneer Group), successors and assigns, and (ii) all Persons who at any time prior to the Distribution Effective Time have been stockholders, directors, officers, agents or employees of any member of the Autoliv Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, in each case from (A) all Veoneer Liabilities whatsoever, (B) all Liabilities arising from, or in connection with, the transactions and all other activities to implement the Restructuring and the Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Distribution Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Distribution Effective Time), in each case for this clause (C), to the extent relating to, arising out of or resulting from the Veoneer Business, the Veoneer Assets or the Veoneer Liabilities.

(c) Nothing contained in Section 5.1(a) or Section 5.1(b) shall impair or otherwise affect any right of any Party and, as applicable, a member of such Party’s Group, to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings contemplated in this Agreement or in any Ancillary Agreement to continue in effect after the Distribution Effective Time. In addition, nothing contained in Section 5.1(a) or Section 5.1(b) shall release any Person from:

(i) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with the Master Transfer Agreement (including any Autoliv Liability and any Veoneer Liability, as applicable);

(ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with this Agreement or any Ancillary Agreement (including any Autoliv Liability and any Veoneer Liability, as applicable); or

(iii) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement, any Specified Ancillary Agreement or otherwise for claims brought against the Parties by third Persons, which Liability shall be governed by the provisions of this Article V and Article VI and any other applicable provisions of this Agreement or the applicable Specified Ancillary Agreement.

(d) In addition, nothing contained in Section 5.1(a) or (b) shall release Autoliv from honoring its obligations to indemnify any person who was a director, officer or employee of a member of the Autoliv Group or the Veoneer Group on or prior to the Distribution Effective Time, to the extent that such

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director, officer or employee becomes a named defendant in any Action with respect to which such director, officer or employee was entitled to indemnification by Autoliv immediately prior to the Distribution Effective Time pursuant to indemnification obligations existing as of the Distribution Effective Time.

(e) Autoliv shall not make, and shall not permit any member of the Autoliv Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Veoneer or any member of the Veoneer Group, or any other Person released pursuant to Section 5.1(a), with respect to any Liabilities released pursuant to Section 5.1(a). Veoneer shall not make, and shall not permit any member of the Veoneer Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Autoliv or any member of the Autoliv Group, or any other Person released pursuant to Section 5.1(b), with respect to any Liabilities released pursuant to Section 5.1(b).

(f) Notwithstanding Section 4.4(j), any breach of the provisions of this Section 5.1 by either Autoliv or Veoneer shall entitle the other Party to recover reasonable fees and expenses of counsel in connection with such breach or any Action resulting from such breach.

5.2 Indemnification by Autoliv. Except as otherwise specifically set forth in this Agreement or any Specified Ancillary Agreement, to the fullest extent permitted by Law, Autoliv shall, and shall cause the other members of the Autoliv Group to, indemnify, defend and hold harmless Veoneer, each member of the Veoneer Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Veoneer Indemnitees”), from and against any and all Liabilities of the Veoneer Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) any Autoliv Liabilities or alleged Autoliv Liabilities;

(b) any and all Liabilities that are expressly provided by this Agreement or any Ancillary Agreement as Liabilities to be assumed or retained by Autoliv or any other member of the Autoliv Group, and all agreements, obligations and Liabilities of any member of the Autoliv Group under this Agreement or any of the Ancillary Agreements;

(c) any breach by Autoliv or any member of the Autoliv Group of this Agreement or any of the Ancillary Agreements unless, in the case of the Specified Ancillary Agreements, such Specified Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder (for the avoidance of doubt, the indemnification provisions of this Article V shall supersede the indemnification provisions in Article IV of the Master Transfer Agreement, and any claims that are made after the Distribution Date that are related to the Transfer Documents shall be subject to the indemnification provisions set forth herein); and

(d) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in the Form 10 (not including the exhibits thereto other than to the extent the information in any such exhibit is incorporated by reference into the Form 10 itself), the Information Statement, the Swedish Prospectus or any other Disclosure Document specifically relating to (i) the Autoliv Business, the Autoliv Assets or the Autoliv Liabilities or (ii) the Autoliv Group.

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Notwithstanding the foregoing, in no event shall Autoliv or any other member of the Autoliv Group have any obligations under this Section 5.2 with respect to Liabilities subject to indemnification pursuant to Section 5.3.

5.3 Indemnification by Veoneer. Except as otherwise specifically set forth in this Agreement or any Specified Ancillary Agreement, to the fullest extent permitted by Law, Veoneer shall, and shall cause the other members of the Veoneer Group to, indemnify, defend and hold harmless Autoliv, each member of the Autoliv Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Autoliv Indemnitees”), from and against any and all Liabilities of the Autoliv Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) any Veoneer Liabilities or alleged Veoneer Liabilities;

(b) any and all Liabilities that are expressly provided by this Agreement or any Ancillary Agreement as Liabilities to be assumed or retained by Veoneer or any other member of the Veoneer Group, and all agreements, obligations and Liabilities of any member of the Veoneer Group under this Agreement or any of the Ancillary Agreements;

(c) any breach by Veoneer or any member of the Veoneer Group of this Agreement or any Ancillary Agreements unless, in the case of the Specified Ancillary Agreements, such Specified Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder (for the avoidance of doubt, the indemnification provisions of this Article V shall supersede the indemnification provisions in Article IV of the Master Transfer Agreement, and any claims that are made after the Distribution Date that are related to the Transfer Documents shall be subject to the indemnification provisions set forth herein); and

(d) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in the Form 10 (not including the exhibits thereto other than to the extent the information in any such exhibit is incorporated by reference into the Form 10 itself), the Information Statement, the Swedish Prospectus or any other Disclosure Document, other than the matters described in Section 5.2(d).

Notwithstanding the foregoing, in no event shall Veoneer or any other member of the Veoneer Group have any obligations under this Section 5.3 with respect to Liabilities subject to indemnification pursuant to Section 5.2.

5.4 Procedures for Indemnification.

(a) Other than with respect to notice of Third Party Claims, which shall be governed by Section 5.4(b), each Veoneer Indemnitee and Autoliv Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article V or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within thirty (30) days of such determination, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party

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shall have been actually prejudiced as a result of such failure. Each such Indemnitee shall provide the applicable Indemnifying Party with reasonable access, upon reasonable prior written notice and during normal business hours, in a manner so as not to unreasonably interfere in any material respect with the normal business operations of such Indemnitee, to its books and records, properties and personnel relating to the claim the Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement.

(b) If any Claim or demand is made against an Indemnitee by any Person who is not a party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement or any Ancillary Agreement, such Indemnitee shall notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within thirty (30) days) after receipt by such Indemnitee of written notice of the Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

(c) Subject to Section 5.16, an Indemnifying Party shall be responsible for the defense of any Third Party Claim and shall assume the defense thereof, at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, that is reasonably acceptable (provided that insurer-appointed counsel shall be automatically deemed acceptable) to the applicable Indemnitees, within thirty (30) days of the receipt of such notice from such Indemnitees; provided, that, in the event that: (i) the Third Party Claim seeks relief other than monetary damages, such as an injunction or other equitable relief against the Indemnitee(s), (ii) defense of such Third Party Claim would void or otherwise adversely impact the Indemnitee’s insurance policy, or (iii) the Indemnifying Party fails to conduct the defense of the Third Party Claim actively and diligently, then, in each case, the Indemnitee(s) shall have the option to control such defense by providing written notice of the assumption of such defense to the Indemnifying Party; provided, however, in the event the Indemnitees assume the defense, the Indemnifying Party shall, nevertheless, have the right to employ separate counsel to participate in (but not control) the defense, compromise or settlement thereof at its own expense. In connection with a Third Party Claim for which the Indemnifying Party is controlling the defense pursuant to this Section 5.4(c), the Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and, in any event, shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, experts, pertinent Information, personnel, materials and information in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as are reasonably required by the Indemnifying Party; provided, however, that in the event of a conflict of interest between the Indemnifying Party and the applicable Indemnitee(s), such Indemnitee(s) shall be entitled to retain, at the Indemnifying Party’s expense, separate counsel as required by the applicable rules of professional conduct with respect to such matter; provided, further, that if the Indemnifying Party has assumed the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions to such defense or to its liability therefor, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnitees shall be borne by the Indemnifying Party.

(d) Notwithstanding any assumption of defense of a Third Party Claim by an Indemnifying Party in accordance with Section 5.4(c), in the event that in the course of defending such Third Party Claim the Indemnifying Party or another Party shall become aware that the subject matter of such Third Party Claim relates to a Liability of another Party and not to a Liability of such Indemnifying Party, then the Indemnifying Party shall, subject to the prior written consent of the other Party to which such

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Liability belongs, use commercially reasonable efforts to transfer the defense of such claim to such other Party, and shall thereafter cooperate fully with such other Party in such defense and make available to such other Party, at such Party’s expense, all witnesses, experts, pertinent Information, personnel, materials and information in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating to such Third Party Claim as are reasonably required by such other Party.

(e) If an Indemnifying Party fails for any reason to assume responsibility for, or is prohibited from assuming responsibility for, defending a Third Party Claim within the time specified, such Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party. If the Indemnitee is conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnitee in such defense and make available to the Indemnitee, at the Indemnitee’s expense, all witnesses, experts, pertinent Information, personnel, materials and information in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnitee.

(f) Neither the Indemnifying Party nor the Indemnitee shall, without the prior written consent of the other Party (such written consent not to be unreasonably withheld or delayed), settle, compromise or offer to settle or compromise any Third Party Claim; provided, however, the Indemnifying Party may settle, compromise any Third Party Claim without consent of the Indemnitee if (i) such settlement or compromise shall include as an unconditional, irrevocable term thereof the giving by the claimant of a full release of each Indemnitee from all liability with respect to such Third Party Claim, (ii) such settlement or compromise does not involve any finding or determination of Liability, wrongdoing or violation of Law by the other Party and (iii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party.

(g) In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other Person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

(h) The Indemnifying Party shall establish a procedure reasonably acceptable to the Indemnitee to keep the Indemnitee reasonably informed of the progress of the Third Party Claim and to notify the Indemnitee when any such Third Party Claim is closed, regardless of whether such Third Party Claim was resolved by settlement, verdict, dismissal or otherwise.

5.5 Additional Matters.

(a) Unless otherwise required by applicable Law, the Parties will treat any indemnity payment made pursuant to this Agreement or any Ancillary Agreement by Autoliv to Veoneer, or vice versa, in the same manner as if such payment were a capital contribution if payable by Autoliv to Veoneer or a reduction in the contribution made by Autoliv to Veoneer if payable by Veoneer to Autoliv, as the case may be, made immediately prior to the Distribution, except to the extent that Autoliv and Veoneer treat a payment as the settlement of an Intercompany liability; provided, however, that any such payment that is made or received by a Person other than Autoliv or Veoneer, as the case may be, shall be treated as if made or received by the payor or the recipient as agent for Autoliv or Veoneer, in each case as appropriate.

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(b) THE RELEASES AND INDEMNIFICATION OBLIGATIONS OF THE PARTIES IN THIS AGREEMENT ARE EXPRESSLY INTENDED, AND SHALL OPERATE AND BE CONSTRUED, TO APPLY EVEN WHERE THE LIABILITIES FOR WHICH THE RELEASE AND/OR INDEMNITY ARE GIVEN ARE CAUSED, IN WHOLE OR IN PART, BY THE SOLE, JOINT, JOINT AND SEVERAL, CONCURRENT, CONTRIBUTORY, ACTIVE OR PASSIVE NEGLIGENCE OR THE STRICT LIABILITY OR FAULT OF THE PARTY BEING RELEASED OR INDEMNIFIED.

(c) The provisions of Section 5.4 and this Section 5.5 (other than Section 5.5(a) and this Section 5.5(c)) shall not apply to Taxes (Taxes being governed by the Tax Matters Agreement).

5.6 Indemnification Obligations Net of Insurance Proceeds, Third Party Recoveries and Net Tax Benefit; Mitigation.

(a) Each Indemnitee shall be obligated in connection with any claim for indemnification under this Article V to use all commercially reasonable efforts to obtain any insurance proceeds reasonably available to such Indemnitee with regard to the applicable claims and to recover any amounts to which it may be entitled in respect of the applicable claims pursuant to contractual or other indemnification rights that it may have against Third Parties. The amount that the Indemnifying Party is or may be required to pay to any Indemnitee pursuant to this Article V shall be reduced (retroactively, if necessary) by (i) any insurance proceeds or payments from Third Parties actually recovered by or on behalf of such Indemnitee in reduction of the related Losses, net of any costs associated with the collection of such amounts, and (ii) any net Tax benefit actually realized in accordance with, and subject to, the principles set forth or referred to in Section 4.2(d) of the Tax Matters Agreement, by such Indemnitee with respect to such Losses for the taxable year of such Losses, as calculated on a “with and without” basis (the “Net Tax Benefit”).

(b) If an Indemnitee shall have received the full payment required by this Agreement from the Indemnifying Party in respect of Losses and shall subsequently receive insurance proceeds or payments from Third Parties or recognize a Net Tax Benefit in respect of such Losses, then such Indemnitee shall promptly repay to the Indemnifying Party a sum equal to the amount of such insurance proceeds, Third Party payments or Net Tax Benefit actually received, in each case, net of any costs associated with the collection of such amounts; provided, however, in the event that such Indemnitee had only received partial indemnification from the Indemnifying Party for such Losses, it shall only be required to repay to the Indemnifying Party the portion of such payments or Net Tax Benefits received by such Indemnitee that, when combined with the payments received from the Indemnifying Party, are in excess of the total Indemnifiable Losses incurred.

(c) The Indemnitee shall make available to the Indemnifying Party and its counsel all employees, books and records, communications, documents, items or matters within its knowledge, possession or control that are necessary, appropriate or reasonably deemed relevant by the Indemnifying Party with respect to the recovery of such insurance proceeds, payments from Third Parties or recognition of the Net Tax Benefit; provided, however, that nothing in this sentence shall be deemed to require a Party to make available books and records, communications, documents or items that (i) in such Party’s good faith judgment could result in a waiver of any privilege even if the Parties cooperated to protect such privilege as contemplated by this Agreement or (ii) such Party is not permitted to make available because of any Law or any confidentiality obligation to a Third Party, in which case such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover insurance proceeds or payments from

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Third Parties or to recognize a Net Tax Benefit, and an Indemnitee need not attempt to collect any insurance proceeds or payments from Third Parties or to recognize a Net Tax Benefit prior to making a claim for indemnification or contribution or receiving any indemnity payment otherwise owed to it under this Agreement or any Ancillary Agreement.

(d) Each Indemnitee shall be obligated in connection with any claim for indemnification under this Article V to use its commercially reasonable efforts to mitigate Losses upon and after becoming aware of any event which could reasonably be expected to give rise to such Losses. Notwithstanding anything to the contrary under this Agreement or applicable Law, no Indemnitee shall be required to initiate any Action with respect to any matter for which an indemnification claim has been sought pursuant to this Agreement; provided, however, that upon payment in full of any claim for indemnification pursuant to this Article V, the Indemnifying Party shall be subrogated to the extent of such payment with respect to such claim to the rights of the Indemnitee against any Third Party relating to such claim and any other Persons. Each Indemnitee shall be permitted to assert any claim for indemnification pursuant to this Agreement during such time as such Indemnitee pursues any mitigation options contemplated by this Section 5.6. The Indemnifying Party shall not be liable for any Losses under Section 5.2 or Section 5.3 to the extent they are special, indirect, incidental, consequential or punitive damages or lost profits, except in each case if, and only to the extent, such damages have been awarded to a Third Party against an Indemnitee.

(e) Without limiting the foregoing, the Parties agree that an insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party shall be entitled to a “windfall” (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions hereof) by virtue of the Liability allocation, indemnification and contribution provisions hereof. Accordingly, any provision herein that could have the result of giving any insurer or other Third Party such a “windfall” shall be suspended or amended to the extent necessary to not provide such “windfall.”

(f) Each of Veoneer and Autoliv shall, and shall cause the members of its Group to, when appropriate, use commercially reasonable efforts to obtain waivers of subrogation for each of the insurance policies described in Section 5.16. Each of Veoneer and Autoliv hereby waives, for itself and each member of its Group, its rights to recover against the other Party in subrogation or as subrogee for a third Person.

(g) For all claims as to which indemnification is provided under Section 5.2 or 5.3 other than Third Party Claims, the reasonable fees and expenses of counsel to the Indemnitee for the enforcement of the indemnity obligations shall be borne by the Indemnifying Party.

5.7 Survival of Indemnities. The rights and obligations of each of Veoneer and Autoliv and their respective Indemnitees under this Article V shall survive (a) the sale or other transfer by any Party of any Assets or businesses or the assignment by it of any Liabilities, and (b) any merger, consolidation, business combination, sale of all or substantially all of the Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its respective Subsidiaries.

5.8 Right of Contribution.

(a) Contribution. If any right of indemnification contained in this Article V is held unenforceable or is unavailable for any reason, or is insufficient to hold harmless an Indemnitee in respect of any Liability for which such Indemnitee is entitled to indemnification hereunder, then the

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Indemnifying Party shall contribute to the amounts (including any costs, expenses, attorneys’ fees, disbursements and expenses of counsel, expert and consulting fees and costs related thereto or to the investigation or defense thereof) paid or payable by the Indemnitees as a result of such Liability (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the members of its Group, on the one hand, and the Indemnitees entitled to contribution, on the other hand, as well as any other relevant equitable considerations.

(b) Allocation of Relative Fault. Solely for purposes of determining relative fault pursuant to this Section 5.8 in circumstances in which the indemnification is unavailable because of a fault associated with the business conducted by Veoneer, Autoliv or a member of their respective Groups, (i) any fault associated with the business conducted with the Autoliv Assets or Autoliv Liabilities (except for the gross negligence or intentional misconduct of Veoneer or a member of the Veoneer Group) or with the ownership, operation or activities of the Autoliv Business shall be deemed to be the fault of Autoliv and the members of the Autoliv Group, and no such fault shall be deemed to be the fault of Veoneer or a member of the Veoneer Group; and (ii) any fault associated with the business conducted with the Veoneer Assets or the Veoneer Liabilities (except for the gross negligence or intentional misconduct of Autoliv or the members of the Autoliv Group) or with the ownership, operation or activities of the Veoneer Business shall be deemed to be the fault of Veoneer and the members of the Veoneer Group, and no such fault shall be deemed to be the fault of Autoliv or the members of the Autoliv Group.

(c) Contribution Procedures. The provisions of Sections 5.5 and 5.6 shall govern any contribution claims.

5.9 Covenant Not to Sue (Liabilities and Indemnity). Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any Veoneer Liabilities by Veoneer or a member of the Veoneer Group on the terms and conditions set forth in this Agreement, the Master Transfer Agreement and any other Ancillary Agreement is void or unenforceable for any reason; or (b) the provisions of this Article V are void or unenforceable for any reason.

5.10 No Impact on Third Parties. For the avoidance of doubt, except as expressly set forth in this Agreement, the indemnifications provided for in this Article V are made only for purposes of allocating responsibility for Liabilities between the Veoneer Group, on the one hand, and the Autoliv Group, on the other hand, and are not intended to, and shall not, affect any obligations to, or give rise to any rights of, any third parties.

5.11 No Cross-Claims or Third Party Claims. Each of Autoliv and Veoneer agrees that it shall not, and shall not permit the members of its respective Group to, in connection with any Third Party Claim, assert as a counterclaim or third party claim against any member of the Veoneer Group or Autoliv Group, respectively, any claim (whether sounding in contract, tort or otherwise) that arises out of or relates to this Agreement, any breach or alleged breach hereof, the transactions contemplated hereby (including all actions taken in furtherance of the transactions contemplated hereby on or prior to the date hereof), or the construction, interpretation, enforceability or validity hereof, which in each such case shall be asserted only as contemplated by Article IV.

5.12 Severability. If any indemnification provided for in this Article V is determined to be invalid, void or unenforceable, the liability shall be apportioned between the Indemnitee and the Indemnifying Party as determined in a separate proceeding in accordance with Article IV.

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5.13 Specified Ancillary Agreements. Notwithstanding anything in this Agreement to the contrary, to the extent any Specified Ancillary Agreement contains any indemnification obligation or contribution obligation relating to any Veoneer Liability, Autoliv Liability, Veoneer Asset or Autoliv Asset contributed, assumed, retained, transferred, delivered, conveyed or governed pursuant to such Specified Ancillary Agreement or any Loss under such Specified Ancillary Agreement, as applicable, the indemnification obligations and contribution obligations contained herein shall not apply to such Veoneer Liability, Autoliv Liability, Veoneer Asset or Autoliv Asset or to such Loss and instead the indemnification obligations and/or contribution obligations set forth in such Specified Ancillary Agreement, as applicable, shall govern with regard to such Veoneer Liability, Autoliv Liability, Veoneer Asset or Autoliv Asset or such Loss.

5.14 Exclusivity. Except as otherwise provided in Section 9.15, the sole and exclusive remedy for any and all claims, Liabilities or other matters based upon, relating to or arising from this Agreement or any Ancillary Agreement (other than the Specified Ancillary Agreements) or the transactions contemplated hereby or thereby, absent fraud or willful misconduct by an Indemnifying Party, shall be the rights of indemnification set forth in in this Article V, and no Person shall have any other entitlement, remedy or recourse, whether in contract, tort, strict liability, equitable remedy or otherwise, it being agreed that all of such other remedies, entitlements and recourse are expressly waived and released by the Parties to the fullest extent permitted by Law. This Section 5.14 shall not operate to interfere with or impede the operation of the covenants contained in this Agreement or any Ancillary Agreement (other than the Specified Ancillary Agreements), with respect to a Party’s right to seek equitable remedies (including specific performance or injunctive relief).

5.15 Cooperation.

(a) Veoneer Product Claims. The Parties acknowledge and agree that the Parties and the members of their respective Groups will require, from time to time and for purposes of investigating, responding to or resolving actual or potential Veoneer Product Claims (other than Actions between the Parties) following the Distribution, documents or information in the possession of the other Party or the other Party’s Group from time to time (including knowledge and specific expertise of certain personnel, manufacturing information, technical and engineering expertise, product specifications and other information reasonably necessary to investigate, respond to or resolve a Veoneer Product Claim). Without limiting any Party’s obligations under any other provision of this Agreement with respect to cooperation and the provision of information or access to books and records, each Party agrees that it and its Affiliates will reasonably cooperate with the other Party and the other Party’s Affiliates with respect to reasonable requests for documents or information that the other Party and the other Party’s Group may make from time to time, including providing reasonable access to any experts, pertinent Information, personnel, materials and other information in such Party’s possession or under such Party’s control as are reasonably required by the requesting Party, and promptly responding to any telephonic requests for information that may be made from time to time in order to investigate, respond to or resolve Veoneer Product Claims (other than Actions between the Parties). The Parties shall also, and shall cause each of the members of their respective Groups and their respective employees to, provide the other Party (and any member of such Party’s Group) reasonable assistance with, and any information reasonably necessary to, submit insurance claims for any Veoneer Product Claim in a timely manner. For the avoidance of doubt, nothing in this Section 5.15(a) requires a Party to provide any consulting or other services to the requesting Party or the members of the requesting Party’s Group or to incur any expenses (other than the expense associated with its personnel responding to requests for information).

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(b) Cooperation, Defense and Resolution of Third Party Claims.

(i) With respect to any Third Party Claim, including a Veoneer Product Claim, that implicates both Parties in a material fashion due to the allocation of Liabilities, responsibilities for management of defense and related indemnities pursuant to this Agreement, the Master Transfer Agreement or any of the other Ancillary Agreements, the Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense or similar cooperation (in a manner that will preserve for the Parties the attorney-client privilege, joint defense or other privilege with respect thereto).

(ii) To the extent there are documents, other materials, access to employees, experts or witnesses related to or from a Party that is not responsible for the defense of, or does not have Liability for, a particular Action or Third Party Claim, such Party shall provide to the other Party (at such other Party’s cost and expense) reasonable access to documents, facilities, technical equipment, other materials, employees, experts or other advisors and shall require all employees, officers, directors and other advisors to cooperate as witnesses in the defense or resolution of such Action or Third Party Claim (including a Veoneer Product Claim); this may include, for example, requests for information related to recall, warranty or product liability investigations, manufacturing questions, and technical and engineering expertise.

(iii) Each of Veoneer and Autoliv agrees that at all times from and after the Distribution Effective Time, if an Action currently exists or is commenced by a Third Party with respect to which a Party (or the members of its Group) is a named defendant, but the defense of such Action and any recovery in such Action is otherwise a Liability allocated under this Agreement, the Master Transfer Agreement or any other Ancillary Agreement to the other Party, then the other Party shall use commercially reasonable efforts to cause the named but not liable defendant to be removed from such Action and such defendants shall not be required to make any payments or contributions therewith.

(c) Financial Reporting. Each of Veoneer and Autoliv agrees that, in the event of any Third Party Claim, including a Veoneer Product Claim or the investigation or inquiry into any potential Third Party Claim, including a potential Veoneer Product Claim that is reasonably expected to result in a request for indemnification from the other Party, the Parties shall keep each other reasonably informed as to the status of such Claim or potential Claim and will cooperate with each other in order for each Party to comply with its financial reporting obligations, including the calculation of estimates of potential contingent liabilities and the determination of whether any such contingent liabilities need to be accrued. Each Party will provide access to any experts, pertinent Information, personnel, materials and information in such Party’s possession or under such Party’s control as are reasonably required by the requesting Party in order to make such calculations and determinations.

5.16 Product Liability, Warranty and Recall Claims and Insurance Coverage.

(a) With respect to any Veoneer Product Claims that are solely Pre-Effective Time Veoneer Product Claims:

(i) The Autoliv Group shall be liable for all Losses relating to or arising from any such Pre-Effective Time Veoneer Product Claims.

(ii) All such Pre-Effective Time Veoneer Product Claims shall be covered by the Autoliv insurance policies (if any), and Veoneer shall not be responsible for obtaining coverage for any such claims.

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(iii) Autoliv will manage all such Pre-Effective Time Veoneer Product Claims under the Autoliv insurance policies (if any). If Veoneer receives notice or otherwise learns of any Pre-Effective Time Veoneer Product Claim, Veoneer shall promptly give Autoliv written notice thereof, which shall describe such Claim in reasonable detail.

(b) With respect to any Veoneer Product Claims that are solely Post-Effective Time Veoneer Product Claims:

(i) The Veoneer Group shall be liable for all Losses relating to or arising from any such Post-Effective Time Veoneer Product Claims.

(ii) In the case of Post-Effective Time Veoneer Product Claims that are related to or arise out of products manufactured after the Restructuring Effective Time but prior to the Distribution Effective Time, in respect of which a Veoneer Product Claim was first asserted prior to the Distribution Effective Time, such Veoneer Product Claim shall be covered by the Autoliv insurance policies, and Veoneer shall not be responsible for obtaining coverage for any such Claims. Autoliv will manage all Claims described in this clause (ii) under the Autoliv insurance policies.

(iii) For all other Veoneer Product Claims that are solely Post-Effective Time Veoneer Product Claims (other than those described in clause (ii) above), such Claims shall be covered by the Veoneer insurance policies (if any), and Autoliv shall not be responsible for obtaining or maintaining coverage for any such Claims after the Distribution Effective Time. Veoneer will manage any such Post-Effective Time Veoneer Product Claims under the Veoneer insurance policies (if any).

(c) With respect to any Overlapping Claim:

(i) Liability for such Overlapping Claim shall be allocated among the Parties based on the portion of the Veoneer Products subject to such Overlapping Claim that are Pre-Effective Time Veoneer Products (which are Autoliv Liabilities) and the portion of the Veoneer Products that were Post-Effective Time Veoneer Products (which are Veoneer Liabilities); provided, however, that the Parties understand that, with respect to any Overlapping Claim, each Party’s pro rata share of any Liability may not be fully determined until such Overlapping Claim is fully resolved.

(ii) If Veoneer receives notice or otherwise learns of any Overlapping Claim, Veoneer shall promptly give Autoliv written notice thereof, which shall describe such Claim in reasonable detail.

(iii) For so long as the insurance carriers for Autoliv and Veoneer will only permit one insurance claim to be submitted for all products subject to an Overlapping Claim:

(A) all Overlapping Claims shall be covered by the Autoliv insurance policies and Autoliv will manage any such Overlapping Claims under the Autoliv insurance policies;

(B) Autoliv shall submit any Overlapping Claim to its insurer promptly after receipt of a written request from Veoneer to submit such Overlapping Claim;

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(C) Autoliv shall (x) use its commercially reasonable efforts to collect the maximum insurance proceeds available for such Overlapping Claim, (y) manage such claims in good faith and in a manner consistent with its past practices, and (z) use its commercially reasonable efforts to resolve such claims to the reasonable satisfaction of the customer; and

(iv) all non-insured Losses, including deductibles and any self-insured retention amounts, shall be divided so that each Party is responsible for its pro rata share of such non-insured Losses based on the portion of the Veoneer Products subject to such Overlapping Claim that are Pre-Effective Time Veoneer Products (which are the portion that are Autoliv Liabilities) and the portion of the Veoneer Products that were Post-Effective Time Veoneer Products (which are the portion that are Veoneer Liabilities); provided, however, neither Party shall be able to submit a claim to the other Party to recover any overpayment for such Party’s pro rata share of any such non-insured Losses until such Overlapping Claim is fully resolved and the total Liabilities related to such Overlapping Claim can be finally determined.In the event that the insurance carriers for Autoliv and Veoneer will permit each company to submit its own insurance claim, Autoliv shall submit a claim for the portion of the Overlapping Claim that is an Autoliv Liability under the Autoliv insurance policy (if any) and Veoneer shall submit a claim for the portion of the Overlapping Claim that is a Veoneer Liability under the Veoneer insurance policy (if any), and each Party shall manage the claims submitted under their respective policies. Each Party shall be responsible for any deductibles and self-insured retention amounts applicable to their respective insurance policies, and such amounts shall not be included in the pro rata allocation of Liability for the underlying Overlapping Claim.

(d) The amount of any deductible or self-insured retention amount allocable to any insurance claim submitted under any Autoliv insurance policy will be determined in accordance with past practices, with the self-insured retention amounts being allocated to claims in each insurance year in the order that they are resolved. Autoliv will manage all claims submitted under any Autoliv insurance policy in accordance with past practices regardless of which entity is responsible for the underlying Liability, and Autoliv shall not accelerate or delay the resolution of any claim based on which entity is responsible for the underlying Liability. At any time when there is an Overlapping Claim being managed by Autoliv pursuant to this Section 5.16(d), Autoliv will keep Veoneer apprised of the status of any and all product liability or recall insurance claims under the related Autoliv insurance policies.

(e) From and after the Distribution Effective Time, if any member of the Autoliv Group is required to provide replacement products as a result of a Pre-Effective Time Veoneer Product Claim, the Veoneer Group shall supply such products, and the Autoliv Group shall pay to the Veoneer Group the cost for such replacement Veoneer Products based on Veoneer’s actual production costs. The Veoneer Group shall supply such replacement products in a reasonably timely manner, taking into account the demands of the Veoneer Group’s other obligations to its customers and compliance with any orders from any Governmental Authority. In the event that the Veoneer Group’s failure to provide products in a reasonably timely manner results in additional Losses for which the Autoliv Group may be liable, and the Autoliv Group has provided the Veoneer Group with at least thirty (30) days’ notice that such additional Losses may be incurred and the Veoneer Group has not provided the replacement products in such thirty (30) day period, the Veoneer Group shall be liable for any such additional Losses.

(f) The Parties hereby agree to use their respective good faith efforts to resolve any Veoneer Product Claims and limit potential Losses for such claims in a commercially reasonable manner consistent with past practice, regardless of which Party is liable for such claim or which Party’s insurance policy may cover such claim.

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5.17 Other Insurance Matters.

(a) The Parties intend by this Agreement that, except as provided in Section 5.16 and to the extent permitted under the terms of any applicable insurance policy, Veoneer, each other member of the Veoneer Group and each of their respective directors, officers and employees will be successors in interest and will have and be fully entitled to continue to exercise all rights that any of them may have as of the Distribution Effective Time (with respect to events occurring or claimed to have occurred before the Distribution Effective Time) as a Subsidiary, Affiliate, division, director, officer or employee of Autoliv before the Distribution Effective Time under any insurance policy, including any rights that Veoneer, any other member of the Veoneer Group or any of its or their respective directors, officers, or employees may have as a named insured, Subsidiary, Affiliate, division, director, officer or employee to avail itself, himself or herself of any policy of insurance or any agreements related to the policies in effect before the Distribution Effective Time, with respect to events occurring before the Distribution Effective Time.

(b) After the Distribution Effective Time, Autoliv (and each other member of the Autoliv Group) and Veoneer (and each other member of the Veoneer Group) shall not, without the consent of Veoneer or Autoliv, respectively (such consent not to be unreasonably withheld, conditioned or delayed), provide any insurance carrier with a release or amend, modify or waive any rights under any insurance policy if such release, amendment, modification or waiver thereunder would materially adversely affect any rights of the other Party or any member of the other Party’s Group with respect to insurance coverage otherwise afforded to such other Party or other member of such other Party’s Group for pre-Distribution claims; provided, however, that the foregoing shall not (i) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (ii) require any member of any Group to pay any premium or other amount or to incur any Liability or (iii) require any member of any Group to renew, extend or continue any policy in force.

(c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy.

(d) No member of the Autoliv Group or any Autoliv Indemnitee will have any Liability whatsoever to any member of the Veoneer Group as a result of the insurance policies as in effect at any time before the Distribution Effective Time, including as a result of (i) the level or scope of any insurance, (ii) the creditworthiness of any insurance carrier or (iii) the terms and conditions of any policy.

(e) Except to the extent otherwise provided in Section 5.17(b), in no event will Autoliv, any other member of the Autoliv Group or any Autoliv Indemnitee have any Liability or obligation whatsoever to any member of the Veoneer Group for any claim relating to: (i) the termination or cessation of any insurance policy for any reason; (ii) the unavailability of, or inadequate coverage for, any Liability which was to be covered by any insurance policy; or (iii) the failure to renew or extend any insurance policy which existed at any time before or after the Distribution Effective Time.

(f) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any members of the Autoliv Group in respect of any insurance policy or any other contract or policy of insurance.

(g) Nothing in this Agreement will be deemed to restrict any member of the Veoneer Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.

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(h) For purposes of this Agreement, “Covered Matter” shall mean any matter, whether arising before or after the Distribution Effective Time, with respect to which any Veoneer Indemnitee may have any right under any Autoliv insurance policy pursuant to this Section 5.17. If Veoneer receives notice or otherwise learns of any Covered Matter, Veoneer shall promptly give Autoliv written notice thereof. Any such notice shall describe the Covered Matter in reasonable detail. With respect to each Covered Matter, Autoliv shall have sole responsibility for reporting the claim to the insurance carrier and will provide a copy of such report to Veoneer.

(i) Each of Veoneer and Autoliv will share such information as is reasonably necessary in order to permit the other Party to manage and conduct its insurance matters in an orderly fashion and provide the other Party with any assistance that is reasonably necessary or beneficial in connection with such Party’s insurance matters.

ARTICLE VI

EXCHANGE OF INFORMATION; CONFIDENTIALITY

6.1 Agreement for Exchange of Information. Except as otherwise provided in any Ancillary Agreement, each of Autoliv and Veoneer, on behalf of itself and the members of its respective Group (a “Providing Party”), shall use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party or any member of the other Group (the “Requesting Party”), at any time before or after the Distribution Effective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of the Providing Party or any of the members of its Group to the extent that: (i) such Information relates to the Veoneer Business or any Veoneer Asset or Veoneer Liability, if Veoneer or any member of the Veoneer Group is the Requesting Party, or to the Autoliv Business or any Autoliv Asset or Autoliv Liability, if Autoliv or any member of the Autoliv Group is the Requesting Party; (ii) such Information is required by the Requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement; (iii) such Information is required by the Requesting Party to comply with any obligation imposed by any Governmental Authority; or (iv) such information is required by the Requesting Party to comply with any obligations imposed by the NYSE or Nasdaq Stockholm; provided, however, that, in the event that the Providing Party determines that any such provision of Information could be commercially detrimental, violate any Law or agreement or waive any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Providing Party providing Information pursuant to this Section 6.1 shall only be obligated to provide such Information in the form, condition and format in which it then exists and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 6.1 shall expand the obligations of the Parties under Section 6.4.

6.2 Ownership of Information. Any Information owned by one Group that is provided to a Requesting Party pursuant to Section 6.1 or 6.7 shall remain the property of the Providing Party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.

6.3 Compensation for Providing Information. The Requesting Party agrees to reimburse the Providing Party for the reasonable out-of-pocket costs, if any, of gathering, copying, transporting and otherwise complying with the request with respect to such Information (including any costs and expenses incurred in any review of Information for purposes of protecting the privileged Information of the Providing Party or in connection with the restoration of backup media for purposes of providing the requested Information). Except as may be otherwise specifically provided elsewhere in this Agreement, any Ancillary Agreement or any other agreement between the Parties, such costs shall reflect the Providing Party’s actual costs and expenses.

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6.4 Record Retention.

(a) The Parties agree and acknowledge that following the Distribution Effective Time, it is likely that each Party will have some of the Tangible Information of the other Party stored at its facilities or at Third Party records storage locations arranged for by such Party (each, a “Records Facility”) and the cost of any Third Party Records Facility where Tangible Information belonging to both members of the Veoneer Group, on the one hand, and members of the Autoliv Group, on the other hand, is stored shall be split equitably between the Veoneer Group and the Autoliv Group.

(b) Each Party shall use the same degree of care (but no less than a reasonable degree of care) as it takes to preserve confidentiality for its own similar Information: (i) to maintain the Stored Records at its Record Facility in accordance with its regular records retention policies and procedures and the terms of this Section 6.4; and (ii) to comply with the requirements of any “litigation hold” that relates to Stored Records at its Record Facility that relates to (x) any Action that is pending as of the Restructuring Date or (y) any Action that arises or becomes threatened or reasonably anticipated after the Restructuring Date as to which the Party storing such Stored Records has received a written notice of the applicable “litigation hold” from the other Party; provided, that such other Party shall be obligated to provide the Party storing such Stored Records with timely notice of the termination of such “litigation hold.”

(c) In addition to the retention requirements of Sections 6.4(a) and (b), for a period no less than the period required pursuant to the terms of any contract with a customer or original equipment manufacturer (or such longer period of time as may be required by applicable Law), (i) Veoneer, at its sole cost and expense, shall use its commercially reasonable efforts to maintain and make available to Autoliv all technical documentation in its possession or in the possession of any member of the Veoneer Group applicable to such product and such product’s design, test, release, and validation and (ii) Autoliv, at its sole cost and expense, shall use its commercially reasonable efforts to maintain and make available to Veoneer all technical documentation in its possession or in the possession of any member of the Autoliv Group applicable to such product and such product’s design, test, release, and validation; provided, however, neither Party shall destroy, or permit any member of their respective Groups to destroy, any such technical documentation without first notifying the other Party of the proposed destruction and giving the other Party the opportunity to take possession or make copies of such technical documentation prior to such destruction; provided, further, that each Party shall provide notice of any change to the document retention requirements set forth in any contract with such Party’s customer or original equipment manufacturer and the other Party shall not be subject to such retention requirements until it receives such notice.

(d) Veoneer shall, from time to time, at the reasonable request of Autoliv, provide Autoliv with technical assistance and information in respect to any claims brought against Autoliv involving the conduct of the Veoneer Business prior to the Restructuring Date, including by making available employees of the Veoneer Group and consultation and appearances of such persons on a reasonable basis as expert or fact witnesses in trials or administrative proceedings. Autoliv shall reimburse Veoneer for its reasonable out-of-pocket costs (travel, hotels, etc.) of providing such services, consistent with Autoliv’s policies and practices regarding such expenditures. Additionally, Autoliv shall, from time to time, at the reasonable request of Veoneer, provide Veoneer, to the extent reasonably possible through applicable Autoliv employees, with technical assistance and information in respect to any claims brought against Veoneer involving the conduct of the Veoneer Business prior to the Restructuring Date, including consultation and appearances of such persons on a reasonable basis as expert or fact witnesses in trials or administrative proceedings. Veoneer shall reimburse Autoliv for its reasonable out-of-pocket costs (travel, hotels, etc.) of providing such services, consistent with Veoneer’s policies and practices regarding such expenditures.

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6.5 Limitations of Liability. No Party shall have any liability to any other Party relating to or arising out of (a) any Information exchanged or provided pursuant to Section 6.1 that is found to be inaccurate in the absence of willful misconduct by the Party providing such Information or (b) the destruction of any Information after commercially reasonable efforts by such Party to comply with the provisions of Section 6.4.

6.6 Other Agreements Providing for Exchange of Information.

(a) The rights and obligations granted under this Article VI are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange, retention or confidential treatment of Information set forth herein or in any Ancillary Agreement.

(b) Either Party that receives, pursuant to a request for Information in accordance with this Article VI, Tangible Information that is not relevant to its request shall (i) return it to the providing Party or, at the providing Party’s request, destroy such Tangible Information and (ii) deliver to the providing Party a certificate certifying that such Tangible Information was returned or destroyed, as the case may be, which certificate shall be signed by an authorized Representative of the requesting Party.

(c) When any Tangible Information provided by one Party to the other Party (other than Tangible Information provided pursuant to Section 6.4) is no longer needed for the purposes contemplated by this Agreement or any Ancillary Agreement or is no longer required to be retained by applicable Law, the receiving Party shall promptly, after request of the other Party, either return to the other Party all Tangible Information in the form in which it was originally provided (including all copies thereof and all notes, extracts or summaries based thereon) or, if the providing Party has requested that the other Party destroy such Tangible Information, certify to the other Party that it has destroyed such Tangible Information (and such copies thereof and such notes, extracts or summaries based thereon); provided, that this obligation to return or destroy such Tangible Information shall not apply to any Tangible Information solely related to the receiving Party’s business, Assets, Liabilities, operations or activities.

6.7 Auditors and Audits.

(a) Until the first Veoneer fiscal year end occurring after the Distribution Effective Time and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs, each Party shall provide or provide access to the other Party on a timely basis, all information reasonably required to meet its schedule for the preparation, printing, filing, and public dissemination of its annual financial statements and for management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated by the Commission and, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 and the Commission’s and the Public Company Accounting Oversight Board’s rules and auditing standards thereunder.

(b) In the event a Party restates any of its financial statements that include such Party’s audited or unaudited financial statements with respect to any balance sheet date or period of operation as of the end of and for the 2018 fiscal year and the five (5) year period ending December 31, 2018, such

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Party will deliver to the other Party a substantially final draft, as soon as the same is prepared, of any report to be filed by such first Party with the Commission that includes such restated audited or unaudited financial statements (the “Amended Financial Report”); provided, however, that such first Party may continue to revise its Amended Financial Report prior to its filing thereof with the Commission, which changes will be delivered to the other Party as soon as reasonably practicable; provided, further, however, that such first Party’s financial personnel will actively consult with the other Party’s financial personnel regarding any changes which such first Party may consider making to its Amended Financial Report and related disclosures prior to the anticipated filing of such report with the Commission, with particular focus on any changes which would have an effect upon the other Party’s financial statements or related disclosures. Each Party will reasonably cooperate with, and permit and make any necessary employees available to, the other Party, in connection with the other Party’s preparation of any Amended Financial Reports.

6.8 Privileged Matters.

(a) The Parties recognize that, prior to the Distribution Effective Time, legal and other professional services have been and shall be rendered for the collective benefit of each of the members of the Autoliv Group and the Veoneer Group, and that each of the members of the Autoliv Group and the Veoneer Group should be deemed to be the client with respect to such services for the purposes of asserting all privileges and immunities that may be asserted under applicable Law in connection therewith. The Parties recognize that legal and other professional services will be provided after the Distribution Effective Time, which services will be rendered solely for the benefit of the Autoliv Group or the Veoneer Group, as the case may be.

(b) The Parties agree as follows:

(i) Autoliv shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the Autoliv Business, whether or not the Privileged Information is in the possession or under the control of a member of the Autoliv Group or the Veoneer Group; Autoliv shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any Autoliv Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of a member of the Autoliv Group or the Veoneer Group;

(ii) Veoneer shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the Veoneer Business, whether or not the Privileged Information is in the possession or under the control of a member of the Autoliv Group or the Veoneer Group; Veoneer shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any Veoneer Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of a member of the Autoliv Group or the Veoneer Group; and

(iii) If the Parties do not agree as to whether certain information is Privileged Information or whether such Privileged Information relates solely to either Group, then such information shall be treated as Privileged Information and, if both Parties believe it is Privileged Information that relates to such Party’s Group, Privileged Information of both Groups. If only one Party believes that such information is Privileged Information of such Group, such Party shall be

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entitled to control the assertion or waiver of all privileges and immunities in connection with any such information until such time as it is finally judicially determined that such information is not Privileged Information or is Privileged Information of only one Group or unless the Parties otherwise agree. The Parties shall use the procedures set forth in Article IV to resolve any Disputes as to whether any information relates solely to the Autoliv Business, solely to the Veoneer Business, or to both the Autoliv Business and the Veoneer Business.

(c) Subject to Sections 6.8(d) and 6.8(e), the Parties agree that they shall have a shared privilege or immunity with respect to all privileges not allocated pursuant to Section 6.8(b) and all privileges and immunities relating to any Actions or other matters that involve both Parties (or one or more members of their respective Groups) and in respect of which both Parties have Liabilities under this Agreement, and that no such shared privilege or immunity may be waived by either Party without the written consent of the other Party.

(d) If any dispute arises between the Parties, or any member of their respective Groups, regarding whether a privilege or immunity should be waived to protect or advance the interests of either Party and/or any member of their respective Groups, each Party agrees that it shall: (i) negotiate with the other Party in good faith, (ii) endeavor to minimize any prejudice to the rights of the other Party and (iii) not unreasonably withhold consent to any request for waiver by the other Party. Further, each Party specifically agrees that it shall not withhold its consent to the waiver of a privilege or immunity for any purpose except to protect its own legitimate interests.

(e) Upon receipt by any member of the Veoneer Group of any subpoena, discovery or other request that may reasonably be expected to result in the production or disclosure of Information subject to a shared privilege or immunity or as to which Autoliv or any of its Subsidiaries has the sole right hereunder to assert a privilege or immunity, or if Veoneer obtains knowledge that any of its, or any member of the Veoneer Group’s, current or former directors, officers, agents or employees have received any subpoena, discovery or other requests that may reasonably be expected to result in the production or disclosure of such Privileged Information, Veoneer shall promptly provide written notice to Autoliv of the existence of the request (which notice shall be delivered to Autoliv no later than five (5) Business Days following the receipt of any such subpoena, discovery or other request) and shall provide Autoliv a reasonable opportunity to review the Information and to assert any rights it or they may have, including under this Section 6.8 or otherwise, to prevent the production or disclosure of such Privileged Information.

(f) Upon receipt by any member of the Autoliv Group of any subpoena, discovery or other request that may reasonably be expected to result in the production or disclosure of Information subject to a shared privilege or immunity or as to which Veoneer or any member of the Veoneer Group has the sole right hereunder to assert a privilege or immunity, or if Autoliv obtains knowledge that any of its, or any member of the Autoliv Group’s, current or former directors, officers, agents or employees have received any subpoena, discovery or other requests that may reasonably be expected to result in the production or disclosure of such Privileged Information, Autoliv shall promptly provide written notice to Veoneer of the existence of the request (which notice shall be delivered to Veoneer no later than five (5) Business Days following the receipt of any such subpoena, discovery or other request) and shall provide Veoneer a reasonable opportunity to review the Information and to assert any rights it or they may have, including under this Section 6.8 or otherwise, to prevent the production or disclosure of such Privileged Information.

(g) Any furnishing of, or access to, Information pursuant to this Agreement is made and done in reliance on the agreement of the Parties set forth in this Section 6.8 and in Section 6.9 to maintain the confidentiality of Privileged Information and to assert and maintain all applicable privileges and

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immunities. The Parties agree that their respective rights to any access to information, witnesses and other Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement, and the transfer of Privileged Information between the Parties and members of their respective Groups pursuant to this Agreement, shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise. The Parties further agree that: (i) the exchange or retention by one Party to the other Party of any Privileged Information that should not have been transferred or retained, as the case may be, pursuant to the terms of this Article VI shall not be deemed to constitute a waiver of any privilege or immunity that has been or may be asserted under this Agreement or otherwise with respect to such Privileged Information; and (ii) the Party receiving or retaining such Privileged Information shall promptly return or transfer, as the case may be, such Privileged Information to the Party who has the right to assert the privilege or immunity.

(h) In furtherance of, and without limitation to, the Parties’ agreement under this Section 6.8, Autoliv and Veoneer shall, and shall cause their applicable Subsidiaries to, use reasonable efforts to maintain their respective separate and joint privileges and immunities, including by executing joint defense and/or common interest agreements where necessary or useful for this purpose.

(i) Notwithstanding any provision to the contrary in this Section 6.8, the Party responsible under the Tax Matters Agreement for controlling a Tax Contest shall have the authority to disclose or not disclose, in its sole discretion, any and all Privileged Information to (i) any Tax Authority conducting a Tax Contest or (ii) to third parties in connection with the defense of a Tax Contest, including expert witnesses, accountants and other advisors, potential witnesses and other parties whose assistance is deemed, in the sole discretion of such Party, to be necessary or beneficial to representing the interests of the Parties hereunder.

6.9 Confidentiality.

(a) Confidentiality. From and after the Distribution Effective Time, subject to Section 6.10 and except as contemplated by or otherwise provided in this Agreement or any Ancillary Agreement, Autoliv, on behalf of itself and each of its Subsidiaries, and Veoneer, on behalf of itself and each of its Subsidiaries, agrees to hold, and to cause its respective Representatives to hold, in strict confidence, with at least the same degree of care that applies to Autoliv’s confidential and proprietary Information pursuant to policies in effect as of the Distribution Effective Time, all confidential or proprietary Information concerning the other Party (or its business) and the other Party’s Subsidiaries (or their respective businesses) that is either in its possession (including confidential or proprietary Information in its possession prior to the Distribution Effective Time) or furnished by the other Party or the other Party’s Subsidiaries or their respective Representatives at any time pursuant to this Agreement or any Ancillary Agreement, and shall not use any such confidential or proprietary Information other than for such purposes as may be expressly permitted hereunder or thereunder, except, in each case, to the extent that such confidential or proprietary Information has been: (i) in the public domain or generally available to the public, other than as a result of a disclosure by such Party or any of its Subsidiaries or any of their respective Representatives in violation of this Agreement, (ii) later lawfully acquired from other sources by such Party or any of its Subsidiaries, which sources are not themselves bound by a confidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such confidential or proprietary Information or (iii) independently developed or generated without reference to or use of the respective proprietary or confidential Information of the other Party or any of its Subsidiaries. The foregoing restrictions shall not apply in connection with the enforcement of any right or remedy relating to this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby. If any confidential or proprietary Information of one Party or any of its Subsidiaries is disclosed to another Party or any of its Subsidiaries in connection with providing services to such first Party or any of its Subsidiaries under this Agreement or any Ancillary Agreement, then such disclosed confidential or proprietary Information shall be used only as required to perform such services. For the avoidance of doubt, the confidential and proprietary Information governed by this Section 6.9(a) shall include all of the Autoliv and Veoneer engineering and product specification standards.

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(b) No Release; Return or Destruction. Each Party agrees not to release or disclose, or permit to be released or disclosed, any confidential or proprietary Information of the other Party addressed in Section 6.9(a) to any other Person, except its Representatives who need to know such Information in their capacities as such (who shall be advised of their obligations hereunder with respect to such Information), and except in compliance with Section 6.10. Without limiting the foregoing, when any Information furnished by the other Party after the Distribution Effective Time pursuant to this Agreement or any Ancillary Agreement is no longer needed for the purposes contemplated by this Agreement or any Ancillary Agreement, other than with respect to Tax Records (in which event the provisions of the Tax Matters Agreement shall govern), each Party shall, at its option, promptly after receiving a written notice from the disclosing Party, either return to the disclosing Party all such Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or certify to the disclosing Party that it has destroyed such Information (and such copies thereof and such notes, extracts or summaries based thereon); provided, however, that a Party shall not be required to destroy or return any such Information to the extent that (i) the Party is required to retain the Information in order to comply with any applicable Law, (ii) the Information has been backed up electronically pursuant to the Party’s standard document retention policies and will be managed and ultimately destroyed consistent with such policies or (iii) it is kept in the Party’s legal files for purposes of resolving any dispute that may arise under this Agreement or any Ancillary Agreement.

(c) Third Party Information; Privacy or Data Protection Laws. Each Party acknowledges that it and its respective Subsidiaries may presently have and, after the Distribution Effective Time, may gain access to or possession of confidential or proprietary Information of, or personal Information relating to, Third Parties: (i) that was received under confidentiality or non-disclosure agreements entered into between such Third Parties, on the one hand, and the other Party or the other Party’s Subsidiaries, on the other hand, prior to the Distribution Effective Time or (ii) that, as between the two parties, was originally collected by the other Party or the other Party’s Subsidiaries and that may be subject to and protected by privacy, data protection or other applicable Laws. Each Party agrees that it shall hold, protect and use, and shall cause its Subsidiaries and its and their respective Representatives to hold, protect and use, in strict confidence the confidential and proprietary Information of, or personal Information relating to, Third Parties in accordance with privacy, data protection or other applicable Laws and the terms of any agreements that were either entered into before the Distribution Effective Time or affirmative commitments or representations that were made before the Distribution Effective Time by, between or among the other Party or the other Party’s Subsidiaries, on the one hand, and such Third Parties, on the other hand.

6.10 Protective Arrangements. In the event that either Party or any of its Subsidiaries is requested or required (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) by any Governmental Authority or pursuant to applicable Law or the rules of any stock exchange on which the shares of the Party or any of its Subsidiaries are traded to disclose or provide any confidential or proprietary Information of the other Party (other than with respect to any such Information furnished pursuant to the provisions of Section 6.1 or 6.7, as applicable) that is subject to the confidentiality provisions hereof, such Party shall provide the other Party with written notice of such request or demand (to the extent legally permitted) as promptly as practicable under the circumstances so that such other Party shall have an opportunity to seek an appropriate protective order, at such other Party’s own cost and expense. In the event that such other Party fails to receive such appropriate protective order in a timely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such Information shall actually

36

prejudice the Party receiving the request or demand, then the Party that received such request or demand may thereafter disclose or provide Information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, and the disclosing Party shall promptly provide the other Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such information was disclosed, in each case to the extent legally permitted.

ARTICLE VII

FURTHER ASSURANCES AND ADDITIONAL COVENANTS

7.1 Further Assurances.

(a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties hereto shall use its commercially reasonable efforts, prior to, on and after the Distribution Effective Time, to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable on its part under applicable Laws, regulations and agreements, to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

(b) On or prior to the Distribution Effective Time, Autoliv and Veoneer in their respective capacities as direct and indirect equityholders of their respective Subsidiaries, shall each ratify any actions that are reasonably necessary or desirable to be taken by any Subsidiary of Autoliv or Subsidiary of Veoneer, as the case may be, to effectuate the transactions contemplated by this Agreement and the Ancillary Agreements.

7.2 Performance. Autoliv shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the Autoliv Group. Veoneer shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the Veoneer Group. Each Party (including its permitted successors and assigns) further agrees that it shall (a) give timely notice of the terms, conditions and continuing obligations contained in this Section 7.2 to all of the other members of its Group, and (b) cause all of the other members of its Group not to take, or omit to take, any action which action or omission would violate or cause such Party to violate this Agreement or any Ancillary Agreement or materially impair such Party’s ability to consummate the transactions contemplated hereby or thereby.

7.3 No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities.

(a) Each of the Parties agrees that this Agreement shall not include any noncompetition or other similar restrictive arrangements with respect to the range of business activities that may be conducted, or investments that may be made, by the Groups. Accordingly, each of the Parties acknowledges and agrees that nothing set forth in this Agreement shall be construed to create any explicit or implied restriction or other limitation on the ability of any member of any Group to engage in any business or other activity that overlaps or competes with the business of the other Group. Except as expressly provided herein, or in the Ancillary Agreements, each Group shall have the right to, and shall have no duty to abstain from exercising such right to, (i) engage or invest, directly or indirectly, in the same, similar or related business activities or lines of business as the other Group, (ii) make investments in the same or similar types of investments as the other Group, (iii) do business with any client, customer, vendor or lessor of any member of the other Group or (iv) subject to Section 7.5, employ or otherwise engage any officer, director or employee of the other Group.

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(b) Except as expressly provided herein, or in the Ancillary Agreements, the Parties hereby acknowledge and agree that if any Person that is a member of a Group, including any officer or director thereof, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for either or both Groups, the other Group shall not have an interest in, or expectation that such opportunity be offered to it or that it be offered an opportunity to participate therein, and any such expectation with respect to such opportunity, is hereby renounced by such Group. Accordingly, except as expressly provided herein, or in the Ancillary Agreements, (i) neither Group will be under any obligation to present, communicate or offer any such opportunity to the other Group and (ii) each Group has the right to hold any such opportunity for its own account, or to direct, recommend, sell, assign or otherwise transfer such opportunity to any Person or Persons other than the other Group, and, to the fullest extent permitted by Law, neither Group shall have or be under any duty to the other Group and shall not be liable to the other Group for any breach or alleged breach thereof or for any derivation of personal economic gain by reason of the fact that such Group or any of its officers or directors pursues or acquires the opportunity for itself, or directs, recommends, sells, assigns or otherwise transfers the opportunity to another Person, or such Group does not present, offer or communicate information regarding the opportunity to the other Group.

(c) For the purposes of this Section 7.3, “corporate opportunities” of a Group shall include business opportunities that such Group is financially able to undertake, that are, by their nature, in a line of business of such Group, are of practical advantage to it and are ones in which any member of the Group has an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of a Person or any of its officers or directors will be brought into conflict with that of such Group.

7.4 Mail Forwarding. Autoliv agrees that following the Distribution Effective Time it shall use its commercially reasonable efforts to forward to Veoneer any correspondence relating to the Veoneer Business (or a copy thereof to the extent such correspondence relates to both the Veoneer Business and the Autoliv Business) that is delivered to Autoliv. Veoneer agrees that following the Distribution Effective Time it shall use its commercially reasonable efforts to forward to Autoliv any correspondence relating to the Autoliv Business (or a copy thereof to the extent such correspondence relates to both the Autoliv Business and the Veoneer Business) that is delivered to Veoneer.

7.5 Non-Solicitation Covenant. For a period of one (1) year from and after the Distribution Effective Time, neither Party shall, and shall ensure that the other members of such Party’s Group shall not, directly or indirectly, solicit or hire any executives, officers or engineers of the other Party’s Group without the prior written consent of Autoliv or Veoneer, as applicable; provided, however, that this Section 7.5 shall not prohibit any general offers of employment to the public, including through a bona fide search firm or general advertisement or job posting, so long as it is not specifically targeted toward employees of the Autoliv Group or Veoneer Group, as applicable.

7.6 Order of Precedence.

(a) Notwithstanding anything to the contrary in this Agreement or any Specified Ancillary Agreement, in the case of any conflict between the provisions of this Agreement and any Specified Ancillary Agreement, the provisions of such Specified Ancillary Agreement shall prevail.

(b) The Parties acknowledge and confirm that, notwithstanding anything to the contrary in the Transfer Documents, (i) to the extent that any provision of the Transfer Documents conflicts with this Agreement, this Agreement shall be deemed to control with respect to the subject matter thereof and (ii) the Transfer Documents shall not be deemed in any way to amend, expand, restrict or otherwise modify such parties’ rights and obligations set forth in this Agreement.

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ARTICLE VIII

TERMINATION

8.1 Termination. This Agreement and any Ancillary Agreement (not including any Transfer Documents) may be terminated and the terms and conditions of the Distribution may be amended, modified or abandoned at any time prior to the Distribution Effective Time by and in the sole and absolute discretion of the Autoliv Board without the approval of any other Person, including the Veoneer Board or the stockholders of Autoliv or Veoneer. In the event that this Agreement is terminated, this Agreement shall become null and void and no Party, nor any Party’s directors, officers or employees, shall have any liability of any kind to any Person by reason of this Agreement. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by Autoliv and Veoneer.

8.2 Effect of Termination. In the event of any termination of this Agreement prior to the Distribution Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement.

ARTICLE IX.

MISCELLANEOUS

9.1 Counterparts; Entire Agreement; Corporate Power.

(a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to each other Party.

(b) This Agreement, the Ancillary Agreements and the exhibits, annexes and schedules hereto and thereto, contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the Parties with respect to such subject matter other than those set forth or referred to herein or therein; provided, however, Autoliv agrees on behalf of itself and each other member of the Autoliv Group, and Veoneer agrees on behalf of itself and each other member of the Veoneer Group that (i) notwithstanding Article V of the Master Transfer Agreement, any Dispute arising out of or in connection with the Master Transfer Agreement and any Ancillary Agreement related thereto shall be subject to the dispute resolution procedures set forth in Article IV of this Agreement, (ii) Section 4.1 through 4.12 of the Master Transfer Agreement are superseded and replaced in their entirety by Sections 5.1 through 5.17 of this Agreement, and (iii) Section 5.16 of this Agreement will be deemed to be an amendment to Sections 2.5 and 2.6 of the Master Transfer Agreement, and to the extent that any provision of Section 2.5 or 2.6 of the Master Transfer Agreement conflicts with Section 5.16 of this Agreement, Section 5.16 of this Agreement shall be deemed to control with respect to the subject matter thereof. Except as expressly set forth in this Agreement or any Ancillary Agreement: (i) all matters relating to Taxes and Tax Returns of the Parties and their respective Subsidiaries shall be governed exclusively by the Tax Matters Agreement; and (ii) for the avoidance of doubt, in the event of any conflict between this Agreement or any Ancillary Agreement, on the one hand, and the Tax Matters Agreement, on the other hand, with respect to such matters, the terms and conditions of the Tax Matters Agreement shall govern.

(c) Autoliv represents on behalf of itself and each other member of the Autoliv Group, and Veoneer represents on behalf of itself and each other member of the Veoneer Group, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby; and

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(ii) this Agreement and each Ancillary Agreement to which it is a party has been or will be duly executed and delivered by it and constitutes or will constitute a valid and binding agreement of it enforceable in accordance with the terms thereof.

(d) Each Party acknowledges that it and each other Party may execute this Agreement by facsimile, stamp or mechanical signature. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature made in its respective name as if it were a manual signature, agrees that it shall not assert that any such signature is not adequate to bind such Party to the same extent as if it were signed manually and agrees that at the reasonable request of any other Party at any time it shall as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof).

9.2 Governing Law. This Agreement (and any claims or Disputes arising out of or related hereto or to the transactions contemplated in this Agreement and each Ancillary Agreement or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware, irrespective of the choice of laws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies

9.3 Assignability. Except as set forth in any Ancillary Agreement, this Agreement and each Ancillary Agreement shall be binding upon and inure to the benefit of the other Party or the other parties hereto and thereto, respectively, and their respective successors and permitted assigns; provided, however, that no Party or other party thereto may assign its respective rights or delegate its respective obligations under this Agreement or any Ancillary Agreement without the express prior written consent of the other Party or other parties thereto, as applicable. Notwithstanding the foregoing, no such consent shall be required for the assignment of a party’s rights and obligations under this Agreement or the Ancillary Agreements (except as may be otherwise provided in any such Ancillary Agreement) in connection with a merger or consolidation or the sale of all or substantially all the assets of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. Nothing herein is intended to, or shall be construed to, prohibit either Party or any member of its Group from being party to or undertaking a change of control.

9.4 Third Party Beneficiaries. Except for the release and indemnification rights under this Agreement of any Autoliv Indemnitee or Veoneer Indemnitee in their respective capacities as such, and the provisions of Section 5.17 as to directors and officers of Autoliv Group and Veoneer Group: (a) the provisions of this Agreement and each Ancillary Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person (including any stockholders of Autoliv or stockholders of Veoneer) except the Parties hereto any rights or remedies hereunder; and (b) there are no third party beneficiaries of this Agreement or any Ancillary Agreement and neither this Agreement nor any Ancillary Agreement shall provide any third Person (including any stockholders of Autoliv or stockholders of Veoneer) with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement or any Ancillary Agreement.

9.5 Notices. All notices, requests, claims, demands or other communications under this Agreement and, to the extent applicable, and unless otherwise provided thereunder, under each of the Ancillary Agreements shall be in writing and shall be given or made (and shall be deemed to have been

40

duly given or made upon receipt) by delivery in person, by overnight courier service, or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.5):

If to Autoliv, to:

Autoliv, Inc.

1320 Pacific Drive

Auburn Hills, Michigan 48326

Attention: General Counsel

If to Veoneer, to:

Veoneer, Inc.

26545 American Drive

Southfield, Michigan 48034

Attention: General Counsel

Any Party may, by notice to the other Party, change the address and contact person to which any such notices are to be given.

9.6 Severability. In the event any one or more of the provisions contained in this Agreement or any Ancillary Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

9.7 Force Majeure. No Party shall be deemed in default of this Agreement or, unless otherwise provided therein, any Ancillary Agreement for any delay or failure to fulfill any obligation, other than a delay or failure to make a payment, so long as and to the extent to which any delay or failure in the fulfillment of such obligations is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement and the Ancillary Agreements, as applicable, as soon as reasonably practicable.

9.8 Expenses. Except as otherwise expressly set forth in this Agreement or any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, (a) all out-of-pocket fees, costs and expenses incurred prior to the Distribution Effective Time in connection with the preparation, execution, delivery and implementation of this Agreement and any Ancillary Agreement, the Restructuring, the Distribution and the consummation of the transactions contemplated hereby and thereby will be borne by Autoliv; (b) all out-of-pocket fees, costs and expenses incurred in connection with the preparation, execution, filing, delivery or otherwise related to the Form 10 and the Information Statement will be borne by Veoneer, whether before or after the Distribution Effective Time, and (c) all out-of-pocket fees, costs and expenses incurred following the Distribution Effective Time will be borne by the Party or its applicable Subsidiary incurring such fees, costs or expenses.

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9.9 Headings. The article, section and paragraph headings contained in this Agreement or any Ancillary Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or any Ancillary Agreement.

9.10 Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and the Ancillary Agreements, and liability for the breach of any obligations contained herein or therein, shall survive the Distribution and shall remain in full force and effect in accordance with their terms.

9.11 Waivers of Default. Waiver by a Party of any default by the other Party of any provision of this Agreement or any Ancillary Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement or any Ancillary Agreement shall operate as a waiver thereof nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

9.12 Specific Performance. Subject to Article IV, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any Ancillary Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief (on an interim or permanent basis) in respect of its or their rights under this Agreement or such Ancillary Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any Action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties.

9.13 Amendments. No provisions of this Agreement or any Ancillary Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it sought to enforce such waiver, amendment, supplement or modification is sought to be enforced; provided, at any time prior to the Distribution Effective Time, the terms and conditions of this Agreement, including terms relating to the Distribution, may be amended, modified or abandoned by and in the sole and absolute discretion of the Autoliv Board without the approval of any Person, including Veoneer or Autoliv.

9.14 Construction. This Agreement shall be construed as if jointly drafted by the Parties, and no rule of construction or strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights that the Parties may have. The Parties have relied upon their own knowledge and judgment and upon the advice of the attorneys of their choosing. The Parties have received independent legal advice, have conducted such investigations they and their counsel thought appropriate, and have consulted with such other independent advisors as they and their counsel deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by any other Party, or such other Party’s employees, agents, representatives, or attorneys, regarding this Agreement, except to the extent such representations are expressly incorporated in this Agreement. The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or the Ancillary Agreements or their preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.

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9.15 Limited Liability. Notwithstanding any other provision of this Agreement, no individual who is a stockholder, director, employee, officer, agent or representative of Autoliv or Veoneer, in such individual’s capacity as such, shall have any liability in respect of or relating to the covenants or obligations of Autoliv or Veoneer, as applicable, under this Agreement or any Ancillary Agreement or in respect of any certificate delivered with respect hereto or thereto and, to the fullest extent legally permissible, each of Autoliv or Veoneer, for itself and its respective Subsidiaries and its and their respective stockholders, directors, employees and officers, waives and agrees not to seek to assert or enforce any such liability that any such Person otherwise might have pursuant to applicable Law.

9.16 Exclusivity of Tax Matters Agreement. Notwithstanding any other provision of this Agreement (other than Sections 3.2(d), 5.5(b) and 5.5(d)), the Tax Matters Agreement shall exclusively govern all matters related to Taxes (including allocations thereof) addressed therein.Limitations of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT TO THE CONTRARY, NEITHER VEONEER NOR ITS AFFILIATES, ON THE ONE HAND, NOR AUTOLIV NOR ITS AFFILIATES, ON THE OTHER HAND, SHALL BE LIABLE UNDER THIS AGREEMENT OR ANY ANCILLARY AGREEMENT TO THE OTHER FOR ANY INCIDENTAL CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER ARISING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (OTHER THAN ANY SUCH LIABILITY WITH RESPECT TO INDEMNIFICATION OF SUCH DAMAGES PAID BY AN INDEMNITEE IN RESPECT OF A THIRD PARTY CLAIM).

[Signature Page to Follow.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

AUTOLIV, INC.

By:

Name:

Its:

VEONEER, INC.

By:

Name:

Its:

Signature Page – Distribution Agreement

Exhibit A

Master Transfer Agreement

MASTER TRANSFER AGREEMENT

BY AND BETWEEN

AUTOLIV, INC.

AND

VEONEER, INC.

DATED AS OF APRIL 1, 2018

TABLE OF CONTENTS

ARTICLE I DEFINITIONS		1
1.1	Definitions	1
1.2	Interpretation	15
ARTICLE II INTERNAL RESTRUCTURING		16
2.1	General	16
2.2	Restructuring: Transfers of Assets and Assumptions of Liabilities	16
2.3	Intercompany Accounts and Agreements	17
2.4	Treatment of Shared Contracts and Shared Permits	18
2.5	Allocation of Liabilities Related to Recall, Product Liability and Warranty Claims	18
2.6	Insurance Coverage for Recall and Product Liability Claims	18
2.7	Transfers Not Effected at or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time	19
2.8	Conveyancing and Assumption Instruments	21
2.9	Guarantees; Letters of Credit	22
2.10	Bank Accounts; Cash Balances	22
2.11	Veoneer Funding Plan	24
2.12	Return of Assets and Payments	24
2.13	Disclaimer of Representations and Warranties	24
ARTICLE III CERTAIN COVENANTS		25
3.1	Intellectual Property	25
3.2	Employees	25
3.3	Transition Services Agreement	25
3.4	Further Assurances	25
3.5	Cooperation	26
3.6	Performance	27
ARTICLE IV INDEMNIFICATION; COOPERATION		27
4.1	Indemnification by Autoliv	27
4.2	Indemnification by Veoneer	27
4.3	Procedures for Indemnification	28
4.4	Indemnification Obligations Net of Insurance Proceeds, Third Party Recoveries and Net Tax Benefit; Mitigation	30
4.5	Cooperation in Defense and Settlement	30
4.6	Contribution	31
4.7	Indemnification Payments	31
4.8	Survival of Indemnities	31
4.9	Covenant Not to Sue (Liabilities and Indemnity)	31
4.10	No Impact on Third Parties	31
4.11	No Cross-Claims or Third-Party Claims	31
4.12	Non-Exclusivity of Remedies	32

i

ARTICLE V DISPUTE RESOLUTION		32
5.1	Dispute Resolution	32
ARTICLE VI . MISCELLANEOUS		32
6.1	Complete Agreement; Construction	32
6.2	Ancillary Agreements	32
6.3	Counterparts	32
6.4	Governing Law	33
6.5	Assignability	33
6.6	Termination	33
6.7	Third Party Beneficiaries	33
6.8	Notices	33
6.9	Severability	34
6.10	Force Majeure	34
6.11	Expenses	34
6.12	Headings	34
6.13	Survival of Covenants	34
6.14	Waivers of Default	35
6.15	Amendments	35
6.16	Performance	35
6.17	Counterparts	35
6.18	Facsimile Signatures	35
6.19	Limited Liability	35
6.20	Limitations of Liability	36

Schedules

Schedule 1.1(a)	Transferred Entities
Schedule 1.1(b)	Veoneer Properties
Schedule 2.3(a)	Continuing Arrangements
Schedule 2.9(b)	Continuing Guarantees
Exhibits
Exhibit A	Restructuring Steps Plan
Exhibit B	Veoneer Funding Plan

ii

MASTER TRANSFER AGREEMENT

This MASTER TRANSFER AGREEMENT is entered into effective as of April 1, 2018 (this “Agreement”), by and between Autoliv, Inc., a Delaware corporation (“Autoliv”), and Veoneer, Inc., a Delaware corporation and wholly owned subsidiary of Autoliv (“Veoneer”). Autoliv and Veoneer are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

RECITALS:

WHEREAS, Autoliv and certain of its Subsidiaries are engaged in the Veoneer Business;

WHEREAS, the Board of Directors of Autoliv (the “Autoliv Board”) has determined that it is in the best interests of Autoliv and its stockholders to separate the Veoneer Business from the Autoliv Business so that, as of the Effective Time, the Veoneer Business is held and operated by members of the Veoneer Group and the Autoliv Business is held and operated by members of the Autoliv Group (the “Restructuring”);

WHEREAS, to effect the Restructuring, members of the Autoliv Group shall contribute, convey, transfer, assign and deliver to members of the Veoneer Group, and members of the Veoneer Group shall accept and assume from members of the Autoliv Group, all of the right, title and interest of the members of the Autoliv Group in, to and under certain of the assets and liabilities relating to the Veoneer Business (including equity interests in members of the Transferred Entities), in each case on the terms and subject to the conditions of this Agreement; and

WHEREAS, it is appropriate and desirable to set forth the principal corporate transactions required to effect the Restructuring and certain other agreements that will govern certain matters relating to the Restructuring and the relationship of Autoliv, Veoneer and their respective Groups following the Restructuring.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE X

DEFINITIONS

Definitions. For the purpose of this Agreement, the following terms shall have the following meanings: “Action” means any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any Governmental Authority or in any arbitration or mediation.

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“Affiliate” means, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, “control” (including with correlative meanings, “controlled by” and “under common control with”), when used with respect to any specified Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise.

“Agreement” has the meaning set forth in the Preamble.

“Ancillary Agreements” means, collectively, the various Contracts, resolutions and other documents heretofore entered into and to be entered into to effect the Transfer of Assets and the Assumption of Liabilities in the manner contemplated by this Agreement and the Restructuring Steps Plan, including the Transition Services Agreement, or otherwise relating to, arising out of or resulting from the transactions contemplated by this Agreement, in such form or forms as the applicable Parties thereto agree.

“Antitrust Laws” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or the significant impediment of effective competition.

“Asset Transferees” means the Transferred Entities, including Veoneer, to which Veoneer Assets shall be Transferred by an Asset Transferor in order to consummate the transactions contemplated by this Agreement or by the Restructuring Steps Plan.

“Asset Transferors” means the entities transferring Assets to Asset Transferees in order to consummate the transactions contemplated by this Agreement or by the Restructuring Steps Plan.

“Assets” of a Person means assets, properties, claims and rights (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including rights and benefits pursuant to any contract, license, permit, indenture, note, bond, mortgage, agreement, concession, franchise, instrument, undertaking, commitment, understanding or other arrangement.

“Assume” has the meaning set forth in Section 2.2(b).

“Autoliv” has the meaning set forth in the Preamble.

“Autoliv Accounts” has the meaning set forth in Section 2.10(a).

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“Autoliv Assets” means all Assets of either Party or the members of its Group as of the Effective Time, other than the Veoneer Assets, including:

(i)    all Assets of either Party or any member of its respective Group as of the Effective Time that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by any member of the Autoliv Group;

(ii)    all Contracts of either Party or any member of its respective Group and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time other than the Veoneer Contracts;

(iii)    all Intellectual Property of either Party or any member of its respective Group and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time other than the Veoneer Intellectual Property;

(iv)    all Permits of either Party or any member of its Group and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time other than the Veoneer Permits;

(v)    any Contract related to the leasing or subleasing of real property and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time other than the Veoneer Leases;

(vi)    all cash, cash equivalents and marketable securities on hand or in banks, other than the Veoneer Cash or cash designated to be contributed to Veoneer pursuant to the Veoneer Funding Plan; and

(vii)    all Business Records other than the Veoneer Business Records.

“Autoliv Board” has the meaning set forth in the Recitals.

“Autoliv Business” means all businesses and operations (whether or not such businesses or operations are or have been terminated, divested or discontinued) conducted by Autoliv and its Subsidiaries prior to the Effective Time that are not included in the Veoneer Business.

“Autoliv Group” means, immediately after the Effective Time, (i) Autoliv and (ii) each Subsidiary of Autoliv (other than any Subsidiary that is a member of the Veoneer Group).

“Autoliv Indemnitees” has the meaning set forth in Section 4.2.

“Autoliv Liabilities” means all Liabilities of either Party or the members of its Group as of the Effective Time, other than the Veoneer Liabilities, including:

(i)    all Liabilities that are expressly provided by this Agreement or any Ancillary Agreement as Liabilities to be assumed or retained by Autoliv or any other member of the Autoliv Group, and all agreements, obligations and Liabilities of any member of the Autoliv Group under this Agreement or any of the Ancillary Agreements;

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(ii)    all Liabilities to the extent (and only to the extent) based upon, relating to or arising from the operation or conduct of the Autoliv Business, but excluding in all circumstances the Veoneer Liabilities;

(iii)    all Liabilities arising out of claims made by any Third Party (including Autoliv’s or Veoneer’s respective directors, officers, shareholders, current and former employees and agents) against any member of the Autoliv Group or the Veoneer Group to the extent relating to, arising out of or resulting from the Autoliv Business or the Autoliv Assets or the Liabilities referred to in clauses (i) and (ii) above (whether such claims arise, in each case before, at or after the Effective Time);

(iv)    all Liabilities arising out of claims made by any Third Party against any member of the Autoliv Group or the Veoneer Group to the extent relating to, arising out of or resulting from the violation of Antitrust Laws with respect to the Autoliv Business (whether such claims arise, in each case before, at or after the Effective Time); and

(v)    all Liabilities that relate to or arise from Pre-Effective Time Veoneer Product Claims (whether such claims arise, in each case before, at or after the Effective Time).

“Autoliv Product Liability Insurance Policies” has the meaning set forth in Section 2.6(a).

“Autoliv Representative” means the General Counsel of Autoliv or such other individual designated by Autoliv.

“Business Day” means any day that is not a Saturday, Sunday or any other day on which banking institutions located in New York, New York are required or authorized by Law to be closed.

“Business Records” means all files, documents, instruments, papers, books, reports, records, tapes, microfilms, photographs, letters, ledgers, journals, financial statements, technical documentation (design specifications, functional requirements, operating instructions, logic manuals, flow charts, etc.), user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.), Tax Returns, other Tax work papers and files and other documents in whatever form, physical, electronic or otherwise.

“Closing Date” shall mean April 1, 2018.

“Code” means the Internal Revenue Code of 1986, as amended.

“Consents” means any consents, waivers or approvals from, or notification requirements to, any Person other than a Governmental Authority.

“Continuing Arrangements” means those arrangements set forth on Schedule 2.3(a) and such other commercial arrangements among the Parties (or their respective Groups) that are intended to survive and continue following the Effective Time as expressly set forth in the Transition Services Agreement.

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“Contract” means any written, oral, implied or other contract, agreement, covenant, lease, license, guaranty, indemnity, representation, warranty, assignment, sales order, purchase order, power of attorney, instrument or other commitment, assurance, undertaking or arrangement that is binding on any Person or entity or any part of its property under applicable Law.

“Disputes” has the meaning set forth in Section 5.1.

“Effective Time” means 12:10 a.m. New York time, except as otherwise specifically set forth in any Ancillary Agreement, on the Closing Date.

“Employees Transferred to Veoneer” has the meaning set forth in Section 3.2(a).

“Environmental Law” means any Law relating to pollution, protection or restoration of or prevention of harm to the environment or natural resources, including the use, handling, transportation, treatment, storage, disposal, Release or discharge of Hazardous Materials or the protection of or prevention of harm to human health and safety.

“Environmental Liabilities” means all Liabilities relating to, arising out of or resulting from any Hazardous Materials, Environmental Law or contract or agreement relating to environmental, health or safety matters (including all removal, remediation or cleanup costs, investigatory costs, response costs, natural resources damages, property damages, personal injury damages, costs of compliance, including with any product take-back requirements, or with any settlement, judgment or other determination of Liability and indemnity, contribution or similar obligations) and all costs and expenses, interest, fines, penalties or other monetary sanctions in connection therewith.

“Existing Guarantor” has the meaning set forth in Section 2.9(a).

“Force Majeure” means, with respect to a Party, an event beyond the control of such Party (or any Person acting on its behalf), which by its nature could not have been reasonably foreseen by such Party (or such Person) or, if it could have been reasonably foreseen, was unavoidable, and includes acts of God, storms, floods, riots, labor unrest, pandemics, nuclear incidents, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities, or other national or international calamity or one or more acts of terrorism or failure of energy sources or distribution or transportation facilities. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Party’s response thereto shall not be deemed an event of Force Majeure.

“Governmental Approvals” means any notices or reports to be submitted to, or other filings to be made with, or any consents, registrations, approvals, permits or authorizations to be obtained from, any Governmental Authority.

“Governmental Authority” means any nation or government, any state, province, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, provincial, regional, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any official thereof.

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“Group” means either the Veoneer Group or the Autoliv Group, as the context requires.

“Guaranteed Party” has the meaning set forth in Section 2.9(a).

“Guaranty Release” has the meaning set forth in Section 2.9(c).

“Hazardous Materials” means any chemical, material, substance, waste, pollutant, emission, discharge, release or contaminant that could result in liability under, or that is prohibited, limited or regulated by or pursuant to, any Environmental Law, and any natural or artificial substance (whether solid, liquid or gas, noise, ion, vapor or electromagnetic) that could cause harm to human health or the environment, including petroleum, petroleum products and byproducts, asbestos and asbestos-containing materials, urea formaldehyde foam insulation, electronic, medical or infectious wastes, polychlorinated biphenyls, radon gas, radioactive substances, chlorofluorocarbons and all other ozone-depleting substances.

“Income Taxes” means all Taxes based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, minimum tax or any Tax on items of tax preference, but not including sales, use, real, or personal property, gross or net receipts, value added, excise, leasing, transfer or similar Taxes), or (ii) multiple bases (including, but not limited to, corporate franchise, doing business and occupation Taxes) if one or more bases upon which such Tax is determined is described in clause (i) above.

“Indebtedness” means (a) all obligations of such specified Person for borrowed money or arising out of any extension of credit to or for the account of such specified Person (including reimbursement or payment obligations with respect to surety bonds, letters of credit, bankers’ acceptances and similar instruments), (b) all obligations of such specified Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such specified Person upon which interest charges are customarily paid, (d) all obligations of such specified Person under conditional sale or other title retention agreements relating to Assets purchased by such specified Person, (e) all obligations of such specified Person issued or assumed as the deferred purchase price of property or services, (f) all liabilities secured by (or for which any Person to which any such liability is owed has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge or other encumbrance on property owned or acquired by such specified Person (or upon any revenues, income or profits of such specified Person therefrom), whether or not the obligations secured thereby have been assumed by the specified Person or otherwise become liabilities of the specified Person, (g) all capital lease obligations of such specified Person, (h) all securities or other similar instruments convertible or exchangeable into any of the foregoing, but excluding daily cash overdrafts associated with routine cash operations, and (i) any liability of others of a type described in any of the preceding clauses (a) through (h) in respect of which the specified Person has incurred, assumed or acquired a liability by means of a guaranty, excluding any obligations related to Taxes.

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“Indemnifiable Loss” and “Indemnifiable Losses” shall mean any and all Liabilities, deficiencies, obligations, penalties, judgments, settlements, claims, payments, fines, administrative penalties, interest and Taxes (including the costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and the reasonable costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder), excluding special, consequential, reputational, indirect or punitive damages (other than special, consequential, indirect, reputational and/or punitive damages awarded by a court of competent jurisdiction in connection with a Third Party Claim (and, in such a case, only to the extent awarded in such Third Party Claim)).

“Indemnifying Party” has the meaning set forth in Section 4.3(a).

“Indemnitee” has the meaning set forth in Section 4.3(a).

“Information” means information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium and regardless of location, including (a) Technology and (b), to the extent not described by clause (a), technical, financial, employee or business information or data, studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names and records, supplier names and records, customer and supplier lists, customer and vendor data or correspondence, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other financial employee or business information or data, files, papers, tapes, keys, correspondence, plans, invoices, forms, product data and literature, promotional and advertising materials, operating manuals, instructional documents, quality records and regulatory and compliance records.

“Insurance Proceeds” means those monies: (a) received by an insured Person from any insurer, insurance underwriter, mutual protection and indemnity club or other risk collective; or (b) paid on behalf of an insured Person by any insurer, insurance underwriter, mutual protection and indemnity club or other risk collective, on behalf of the insured, in either such case net of any costs or expenses incurred in the collection thereof.

“Intellectual Property” means all intellectual property and industrial property in any and all jurisdictions throughout the world, including all: (a) patents, patent applications (including patents issued thereon) and statutory invention registrations, including reissues, divisions, continuations, continuations in part, substitutions, renewals, extensions and reexaminations of any of the foregoing, and all rights in any of the foregoing provided by international treaties or conventions, (b) Trademarks, (c) Internet domain names, (d) copyrights, mask works, database rights and design rights, whether or not registered, and all registrations and applications for registration of any of the foregoing, and all rights in and to any of the foregoing provided by international treaties or conventions, (e) any intellectual property rights in unpatented technology, and inventions (whether or not patentable and whether or not reduced to practice), invention disclosures, ideas, formulas, compositions, inventor’s notes, discoveries and improvements, manufacturing and production processes and techniques, testing information, research and development information, drawings, specifications, designs, plans, proposals and technical data, trade secrets, confidential information, data, know-how, product designs and development, methods and processes, testing tools and materials, customer information, marketing materials and market surveys and (f) intellectual property rights arising from or in respect of any Software or Technology.

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“Law” means any national, supranational, federal, state, provincial, regional, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other legally enforceable requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

“Leased Real Property” means (a) the real property leased by Autoliv or any other member of the Autoliv Group and used exclusively in the Veoneer Business and (b) the real property leased by any member of the Veoneer Group, in each case as tenant.

“Liabilities” means any and all Indebtedness, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediation, deficiencies, reimbursement obligations in respect of letters of credit, damages, payments, fines, penalties, claims, settlements, judgments, sanctions, costs, expenses, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, reflected on a balance sheet or otherwise, or determined or determinable, including those arising under any Law, claim (including any Third Party Claim), demand, Action, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any Contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment or undertaking or terms of employment, whether imposed or sought to be imposed by a Governmental Authority, another third Person, or a Party, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, or otherwise, in each case, including all costs, expenses, interest, attorneys’ fees, disbursements and expenses of counsel, expert and consulting fees and costs related thereto or to the investigation or defense thereof, in each case (a) including any fines, damages or equitable relief that is imposed in connection therewith and (b) other than Taxes.

“Losses” means any and all damages, losses (including diminution in value), deficiencies, Liabilities, obligations, penalties, judgments, settlements, claims, payments, interest costs, fines and expenses (including the costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement rights hereunder), whether or not involving a Third Party Claim, other than Taxes.

“Net Tax Benefit” has the meaning set forth in Section 4.4.

“Parties” or “Party” has the meaning set forth in the Preamble.

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“Permit” means all permits, licenses, franchises, authorizations, concessions, certificates, consents, exemptions, approvals, variances, registrations, or similar authorizations from any Governmental Authority.

“Person” means any individual, general or limited partnership, corporation, business trust, joint venture, association, company, limited liability company, unincorporated organization, a limited liability entity, any other entity or any Governmental Authority.

“Post-Effective Time Veoneer Products” means, with respect to any Veoneer Company, Veoneer Products manufactured by such Veoneer Company with a manufacturing date for such Veoneer Product after the Effective Time.

“Post-Effective Time Veoneer Product Claims” means Veoneer Product Claims that relate to or arise from Post-Effective Time Veoneer Products.

“Pre-Effective Time Veoneer Products” means Veoneer Products manufactured by a Veoneer Company or a member of the Autoliv Group with a manufacturing date for such Veoneer Product prior to the Effective Time.

“Pre-Effective Time Veoneer Product Claims” means Veoneer Product Claims that relate to or arise from Pre-Effective Time Veoneer Products.

“Restructuring” has the meaning set forth in the Recitals.

“Restructuring Steps Plan” means the steps plan setting out the steps to effect the Restructuring and attached hereto as Exhibit A.

“Security Interest” means any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-entry, covenant, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever, excluding restrictions on transfer under securities Laws.

“Separation Date” means the date on which Veoneer is no longer a Subsidiary of Autoliv.

“Shared Contract” has the meaning set forth in Section 2.4.

“Shared Permit” has the meaning set forth in Section 2.4.

“Software” means any and all (a) computer programs, including any and all software implementation of algorithms, models and methodologies, whether in source code, object code, human readable form or other form, (b) databases and compilations, including any and all data and collections of data, whether machine-readable or otherwise, (c) descriptions, flow charts and other work products used to design, plan, organize and develop any of the foregoing, (d) screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons and (e) documentation, including user manuals and other training documentation, relating to any of the foregoing.

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“Straddle Period” means the period from the Effective Time until the Separation Date.

“Straddle Period Veoneer Product Claims” means Veoneer Product Claims that relate to or arise from Straddle Period Veoneer Products.

“Straddle Period Veoneer Products” means, with respect to any Veoneer Company, Veoneer Products manufactured by such Veoneer Company with a manufacturing date for such Veoneer Product during the Straddle Period.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which such Person (a) beneficially owns or controls, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities of such Person, (ii) the total combined equity interests or (iii) the capital or profit interests, in the case of a partnership, or (b) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body.

“Tax” or “Taxes” means any taxes, fees, assessments, duties or other similar charges imposed by any Tax Authority, including, without limitation, income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers’ compensation, unemployment, disability, property, ad valorem, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, value-added, alternative minimum, estimated or other tax (including any fee, assessment, duty, or other charge in the nature of or in lieu of any tax), and any interest, penalties, additions to tax or additional amounts in respect of the foregoing

“Tax Authority” means, with respect to any Tax, the Governmental Authority or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision or otherwise having jurisdiction with respect to such Tax.

“Tax Law” means the Law of any Governmental Authority or political subdivision thereof relating to any Tax.

“Tax Return” or “Return” means any report of Taxes due, any claim for Refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration, or document filed or required to be filed under the Code or other Tax Law, including any attachments, exhibits or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

“Technology” means all technology, designs, formulae, algorithms, procedures, methods, discoveries, processes, techniques, ideas, know-how, research and development, technical data, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, improvements, works of authorship in any media, confidential, proprietary or nonpublic information, and other similar materials, all customized applications, completely developed applications and modifications to commercial applications, and all recordings, graphs, drawings, reports, analyses and other writings, and other tangible embodiments of the foregoing in any form, in each case, other than Software.

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“Third Party” means any Person who is not a member of the Autoliv Group or the Veoneer Group.

“Third Party Claim” has the meaning set forth in Section 4.3(b).

“Trademarks” means all trademarks, service marks, trade names, trade dress, logos and other source or business identifiers, including all goodwill associated with any of the foregoing and any and all common law rights in and to any of the foregoing, registrations and applications for registration of any of the foregoing, all rights in and to any of the foregoing provided by international treaties or conventions, and all reissues, extensions and renewals of any of the foregoing.

“Transfer” has the meaning set forth in Section 2.2(b).

“Transferred Entities” means the entities set forth on Schedule 1.1(a).

“Transition Services Agreement” means that certain Transition Services Agreement to be entered into between Veoneer and Autoliv or any members of their respective Groups in connection with the Restructuring or the other transactions contemplated by this Agreement, as such agreement may be modified or amended from time to time in accordance with its terms.

“Veoneer” has the meaning set forth in the Preamble.

“Veoneer Accounts” has the meaning set forth in Section 2.10(a).

“Veoneer Assets” means:

(i)    all Assets of either Party or any member of its Group included or reflected as Assets of the Veoneer Group on the Veoneer Balance Sheet, subject to any dispositions of such Assets subsequent to the date of the Veoneer Balance Sheet; provided, that the amounts set forth on the Veoneer Balance Sheet with respect to any Assets shall not be treated as minimum amounts or limitations on the amount of such Assets that are included in the definition of Veoneer Assets pursuant to this clause (i);

(ii)    all Assets of either Party or any member of its Group as of the Effective Time that are of a nature or type that would have resulted in such Assets being included as Assets of Veoneer or members of the Veoneer Group as of the Effective Time if a balance sheet, notes and subledgers were to be prepared on a basis consistent with the determination of the Assets included on the Veoneer Balance Sheet, it being understood that (x) the Veoneer Balance Sheet shall be used to determine the types of, and methodologies used to determine, those Assets that are included in the definition of Veoneer Assets pursuant to this clause (ii) and (y) the amounts set forth on the Veoneer Balance Sheet with respect to any Assets shall not be treated as minimum amounts or limitations on the amount of such Assets that are included in the definition of Veoneer Assets pursuant to this clause (ii);

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(iii)    all issued and outstanding capital stock or other equity interests of the Transferred Entities that are owned by either Party or any member of its Group immediately prior to the Effective Time;

(iv)    all accounts receivable to the extent relating to the operation of the Veoneer Business;

(v)    all Veoneer Contracts and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time;

(vi)    all Veoneer Intellectual Property and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time;

(vii)    all Veoneer Leases and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time;

(viii)    all Veoneer Permits and all rights, interests or claims of either Party or any member of its respective Group thereunder as of the Effective Time;

(ix)    without limiting the generality of clauses (i) and (ii), all Veoneer Properties, together with all buildings, fixtures and improvements erected thereon;

(x)    all rights, claims, demands, causes of action, judgments, decrees and rights to indemnity or contribution, whether absolute or contingent, contractual or otherwise, in favor of Autoliv or any of its Subsidiaries exclusively related to the Veoneer Business, including the right to sue, recover and retain such recoveries and the right to continue in the name of Veoneer and its Subsidiaries any pending actions relating to the foregoing, and to recover and retain any damages therefrom;

(xi)    all Business Records exclusively related to the Veoneer Business (the “Veoneer Business Records”); and

(xii)    all Assets of either Party or any member of its respective Group as of the Effective Time that are expressly provided by this Agreement or any Ancillary Agreement as Assets to be transferred to any member of the Veoneer Group.

“Veoneer Balance Sheet” means the unaudited pro forma condensed combined balance sheet of the Veoneer Group as of January 31, 2018, including the notes thereto.

“Veoneer Business” means the business, operations, products, platforms, services and activities of the Electronics segment of Autoliv conducted at any time prior to the Effective Time by either Party or any of their current or former Subsidiaries or predecessors.

“Veoneer Cash” means the amount of cash being distributed to Veoneer pursuant to the Veoneer Funding Plan.

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“Veoneer Company” means Veoneer or any subsidiary of Veoneer.

“Veoneer Contracts” means the following Contracts to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Assets is bound, whether or not in writing:

(i)    any Contract entered into in the name of, or expressly on behalf of, any division, business unit or member of the Veoneer Group;

(ii)    any Contract that relates primarily to the Veoneer Business, including (x) any Contract providing for the acquisition or disposition of an Veoneer Entity or Veoneer Assets and (y) any Contract that was entered into after the Effective Time and for which a quotation, proposal, or bid was pending as of the date hereof;

(iii)    any Contract that represents or underlies any Veoneer Assets or Veoneer Liabilities;

(iv)    any Contract or part thereof that is otherwise expressly contemplated pursuant to this Agreement (including pursuant to Section 2.2(b)) or any of the Ancillary Agreements to be assigned to or retained by any member of the Veoneer Group; and

(v)    any guarantee, indemnity, representation or warranty of or in favor of any member of the Veoneer Group.

“Veoneer Domain Names” has the meaning set forth in Section 3.5(b).

“Veoneer Funding Plan” means the plan of Autoliv and Veoneer to fund the operations of Veoneer through the contribution of cash to Veoneer or its Subsidiaries or the execution of Notes representing an agreement to contribute cash at a future date to Veoneer or its Subsidiaries in accordance with the funding plan attached as Exhibit B.

“Veoneer Group” means, immediately after the Effective Time, (a) Veoneer and (b) each Subsidiary of Veoneer.

“Veoneer Indemnitees” has the meaning set forth in Section 4.1.

“Veoneer Intellectual Property” means (a) the Intellectual Property registered with any Governmental Authority owned by Autoliv or any of its Affiliates that is primarily used or primarily held for use in connection with the Veoneer Business as of the Effective Time as documented by the books and records of Autoliv, (b) all rights in any unregistered Intellectual Property, including Trademarks, that is related to the registered Intellectual Property described in (a), and (c) all other Intellectual Property owned or licensed by Autoliv or any of its Affiliates and exclusively used or exclusively held for use in connection with the Veoneer Business as of the Effective Time, in each case together with all rights, priorities and privileges accruing thereunder or pertaining thereto throughout the world (including all rights to sue or otherwise recover for past, present and future infringement thereof).

“Veoneer Leases” means the leases covering the Leased Real Property.

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“Veoneer Liabilities” shall mean all Liabilities relating to, arising out of or resulting from the actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to, at or after the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent that such Liabilities relate to, arise out of or result from the Veoneer Business or a Veoneer Asset, including:

(i)    all Liabilities included or reflected as liabilities or obligations of Veoneer or the members of the Veoneer Group on the Veoneer Balance Sheet, subject to any discharge of such Liabilities subsequent to the date of the Veoneer Balance Sheet; provided, that the amounts set forth on the Veoneer Balance Sheet with respect to any Liabilities shall not be treated as minimum amounts or limitations on the amount of such Liabilities that are included in the definition of Veoneer Liabilities pursuant to this clause (i);

(ii)    all Liabilities as of the Effective Time that are of a nature or type that would have resulted in such Liabilities being included or reflected as liabilities or obligations of Veoneer or the members of the Veoneer Group as of the Effective Time if a balance sheet, notes and subledgers were to be prepared on a basis consistent with the determination of the Liabilities included on the Veoneer Balance Sheet, it being understood that (x) the Veoneer Balance Sheet shall be used to determine the types of, and methodologies used to determine, those Liabilities that are included in the definition of Veoneer Liabilities pursuant to this clause (ii) and (y) the amounts set forth on the Veoneer Balance Sheet with respect to any Liabilities shall not be treated as minimum amounts or limitations on the amount of such Liabilities that are included in the definition of Veoneer Liabilities pursuant to this clause (ii);

(iii)    any and all Liabilities that are expressly provided by this Agreement or any Ancillary Agreement as Liabilities to be assumed by Veoneer or any other member of the Veoneer Group, and all agreements, obligations and Liabilities of any member of the Veoneer Group under this Agreement or any of the Ancillary Agreements;

(iv)    all trade and other accounts payable to the extent related to the Veoneer Business;

(v)    all Liabilities based upon, relating to or arising from the Veoneer Contracts;

(vi)    all Liabilities based upon, relating to or arising from Intellectual Property to the extent used or held for use in the Veoneer Business;

(vii)    all Liabilities based upon, relating to or arising from the Veoneer Permits;

(viii)    all Liabilities with respect to terminated, divested or discontinued businesses, Assets or operations that were of such a nature that they would be or would have been part of the Veoneer Business had they not been terminated, divested or discontinued (regardless of whether they ever operated under the “Veoneer” name), and all Liabilities of Autoliv related thereto unless such Liabilities are expressly retained by Autoliv pursuant to the terms of this Agreement or the Ancillary Agreements;

(ix)    all Liabilities based upon, relating to or arising from all Veoneer Leases;

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(x)    all Environmental Liabilities arising at, prior to or after the Effective Time to the extent based upon, relating to or arising from the conduct of the Veoneer Business as currently or formerly conducted (including at any properties that were previously owned or operated in connection with the Veoneer Business) or the Veoneer Assets or the Veoneer Properties; and

(xi)    all Liabilities arising out of claims made by any Third Party (including Autoliv’s or Veoneer’s respective directors, officers, shareholders, employees and agents) against any member of the Autoliv Group or the Veoneer Group to the extent relating to, arising out of or resulting from the Veoneer Business or the Veoneer Assets or the other business, operations, activities or Liabilities referred to in clauses (i) through (x) above.

Notwithstanding the above, the term “Veoneer Liabilities” shall not include any Liabilities that relate to or arise from Pre-Effective Time Veoneer Product Claims.

“Veoneer Permits” means all Permits owned or licensed by either Party or member of its respective Group exclusively used in the operation of the Veoneer Business as of the Effective Time.

“Veoneer Product Claims” means all Third Party Claims that are related to or arise from a Veoneer Product’s lack of compliance with a customer’s, original equipment manufacturer’s or Permit’s specifications or any functionality requirements, including, but not limited to, product recall claims, product liability claims, and expressed or implied warranty claims.

“Veoneer Products” means each individual product unit (including Software) produced or manufactured in the Veoneer Business.

“Veoneer Properties” means the real property set forth on Schedule 1.1(b).

“Veoneer Representative” means the General Counsel of Veoneer or such other individual designated by Veoneer.

Interpretation. In this Agreement and any Ancillary Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” “herewith” and words of similar import, and the terms “Agreement” and “Ancillary Agreement” shall, unless otherwise stated, be construed to refer to this Agreement or the applicable Ancillary Agreement as a whole (including all of the Schedules, Exhibits, Annexes and Appendices hereto and thereto) and not to any particular provision of this Agreement or such Ancillary Agreement; (c) Article, Section, Exhibit, Schedule and Appendix references are to the Articles, Sections, Exhibits, Schedules and Appendices to this Agreement (or the applicable Ancillary Agreement) unless otherwise specified; (d) the word “including” and words of similar import when used in this Agreement (or the applicable Ancillary Agreement) shall mean “including, without limitation”; (e) the word “or” shall not be exclusive; (f) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” and words of similar import shall all be references to the date first stated in the preamble to this Agreement, regardless of any amendment or restatement hereof; (g) unless otherwise provided, all references to “$” or “dollars” are to United States dollars; and (h) references to the performance, discharge or fulfillment of any Liability in accordance with its terms shall have meaning only to the extent such Liability has terms, and if the Liability does not have terms, the reference shall mean performance, discharge or fulfillment of such Liability.

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ARTICLE XI

INTERNAL RESTRUCTURING

General. Subject to the terms and conditions of this Agreement, the Parties shall use, and shall cause their respective Affiliates to use, their respective reasonable best efforts to consummate the transactions contemplated hereby, including as set forth in the Restructuring Steps Plan. It is the intent of the Parties that, after consummation of the transactions contemplated hereby, including the Restructuring Steps Plan, Autoliv shall have been restructured, to the extent necessary, such that following the consummation of such restructuring, subject to Section 2.7 and Section 2.8, (i) all of Autoliv’s and its Subsidiaries’ rights, title and interest in and to the Autoliv Assets shall be owned or held by the Autoliv Group, the Autoliv Business shall be conducted by the Autoliv Group and all of the Autoliv Liabilities shall be Assumed directly or indirectly by (or remain with) the Autoliv Group and (ii) Veoneer shall, directly or indirectly, own the equity interests of all of the Transferred Entities, all of Autoliv’s and its Subsidiaries’ rights, title and interest in and to the Veoneer Assets shall be owned or held by the Veoneer Group, the Veoneer Business shall be conducted by the Veoneer Group and all of the Veoneer Liabilities shall be Assumed directly or indirectly by (or remain with) the Veoneer Group.

11.1    Restructuring: Transfers of Assets and Assumptions of Liabilities.

(a)    At or prior to the Effective Time, Autoliv and its Subsidiaries will use reasonable best efforts to take such steps (which may include the transfer of shares or other equity interests, the formation of new entities and/or the declaration of dividends) as may be necessary or desirable to effect the Restructuring Steps Plan (and any additional steps that may have been omitted from (or are otherwise required in order to effect) the Restructuring Steps Plan) in order to cause Veoneer to, directly or indirectly, own the Transferred Entities (other than Veoneer).

(b)    At or prior to the Effective Time, except as otherwise specifically set forth in any Ancillary Agreement and without duplication of the obligations set forth in Section 2.2(a), pursuant to the Ancillary Agreements: (x) Autoliv shall use reasonable best efforts to cause the applicable Asset Transferors to, transfer, contribute, distribute, assign and/or convey or cause to be transferred, contributed, distributed, assigned and/or conveyed (“Transfer”) to (A) the appropriate members of the Autoliv Group, all of Veoneer’s and all members of the Veoneer Group’s right, title and interest in and to the Autoliv Assets and (B) Veoneer and/or the respective Veoneer Asset Transferees, all of its and the applicable Asset Transferors’ right, title and interest in and to the Veoneer Assets and (y) (i) Autoliv shall use reasonable best efforts to cause a member of the Autoliv Group to accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms (“Assume”), all of the Autoliv Liabilities and (ii) Veoneer shall, or shall cause a member of the Veoneer Group to, Assume all of the Veoneer Liabilities, in each case, regardless of (I) when or where such Liabilities arose or arise, (II) whether the facts upon which they are based occurred prior to, on or subsequent to the Effective Time, (III) where or against whom such Liabilities are asserted or determined or (IV)

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whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Autoliv Group or the Veoneer Group, as the case may be, or any of their past or present respective directors, officers, employees, agents, Subsidiaries or Affiliates. In the event and to the extent any such Transfers and Assumptions are not completed by the Effective Time, the Parties shall use reasonable best efforts to effect such Transfers and Assumptions following the Effective Time in accordance with, and subject to the limitations of, Section 2.7 and Section 2.8.

(c)    The Parties shall use their reasonable best efforts to obtain the required Consents or Governmental Approvals to Transfer any Assets, Contracts, licenses, permits and/or authorizations issued by any Governmental Authority or parts thereof as contemplated by this Agreement. Nothing herein shall be deemed to require the Transfer of any Assets or the Assumption of any Liabilities which by operation of Law cannot be Transferred or Assumed; provided, however, that the Parties shall cooperate and use their reasonable best efforts to seek to obtain, in accordance with applicable Law and to the fullest extent permitted by applicable Law, any required Consents or Governmental Approvals for the Transfer of all Assets and Assumption of all Liabilities contemplated to be Transferred and Assumed pursuant to this Article II.

(d)    Autoliv and its Subsidiaries hereby waive compliance by each and every member of the Autoliv Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Veoneer Assets to any member of the Veoneer Group.

Intercompany Accounts and Agreements.

(e)    Except to the extent not otherwise settled, capitalized or otherwise eliminated pursuant to any Ancillary Agreement, all (i) intercompany receivables, payables and loans (other than receivables, payables and loans otherwise specifically provided for under this Agreement, under any Ancillary Agreement or under any Continuing Arrangements as set forth on Schedule Section 2.3(a), and other than payables created or required hereby or by any Ancillary Agreement or any Continuing Arrangements), if any, and (ii) intercompany balances, including in respect of any cash balances, any cash balances representing deposited checks or drafts or any cash held in any centralized cash management system between any member of the Autoliv Group, on the one hand, and any member of the Veoneer Group, on the other hand, which exist and are reflected in the accounting records of the relevant Parties immediately prior to the Effective Time, shall be settled or capitalized, in each case as of the Effective Time, as may be agreed prior to the Effective Time by Autoliv and Veoneer, and their respective Subsidiaries, as applicable. Each of the Parties shall, and shall cause their respective Subsidiaries to, take all actions and do all things reasonably necessary on its part, or such Subsidiaries’ part, under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by such agreement or agreements in respect of such settlements or capitalizations.

(f)    Except as contemplated by any Ancillary Agreement or as set forth on Schedule 2.3(b), each Contract between any member of the Autoliv Group, on the one hand, and any member of the Veoneer Group, on the other hand, and all rights and obligations of the members of the Veoneer Group with respect thereto shall be terminated at or prior to the Effective Time, with no further Liability of any member of the Veoneer Group with respect thereto.

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Treatment of Shared Contracts and Shared Permits. Subject to applicable Law and except as otherwise provided in any Ancillary Agreement, and without limiting the generality of the obligations set forth in Section 2.2, unless the Parties otherwise agree or the benefits of any Contract or Permit described in this Section 2.4 are expressly conveyed to the applicable Party pursuant to this Agreement or an Ancillary Agreement, (a) any Contract entered into by a member of the Autoliv Group or the Veoneer Group with a third party that is not a Veoneer Asset, but pursuant to which a member of the Veoneer Group, as of the Effective Time, has been provided certain revenues or other benefits or incurred any Liability (any such contract or agreement, a “Shared Contract”) and (b) any Permit set forth on Schedule 2.4(b) (any such permit, a “Shared Permit”), in each case, shall not be assigned in relevant part to the applicable members of the Veoneer Group or amended to give the relevant members of the Veoneer Group any entitlement to such rights and benefits thereunder; provided, however, that the Parties shall, and shall cause each of the members of their respective Groups to, take such other reasonable and permissible actions to cause to the extent permitted under applicable Law: (i) the relevant member of the Veoneer Group to receive the rights and benefits previously provided in the ordinary course of business, consistent with past practice, pursuant to such Shared Contract or Shared Permit; and (ii) the relevant member of the Veoneer Group to bear the burden of the applicable Liabilities under such Shared Contract or Shared Permit. Notwithstanding the foregoing, no member of the Autoliv Group shall be required by this Section 2.4 to maintain in effect any Shared Contract or Shared Permit, and no member of the Veoneer Group shall have any approval or other rights with respect to any amendment, termination or other modification of any Shared Contract or Shared Permit.

11.2    Allocation of Liabilities Related to Recall, Product Liability and Warranty Claims.

(a)    The Autoliv Group shall be liable for all Losses relating to or arising from any Pre-Effective Time Veoneer Product Claims.

(b)    The Veoneer Group shall be liable for all Losses relating to or arising from any Post-Effective Time Veoneer Product Claims.

(c)    The Parties hereby agree to use their respective good faith efforts to resolve any Veoneer Product Claims and limit potential Losses for such claims in a manner consistent with past practice, regardless of which Party is liable for such claim or which Party’s insurance policy may cover such claim.

11.3    Insurance Coverage for Recall and Product Liability Claims.

(a)    From the Effective Time until the Separation Date, the Autoliv Group shall maintain product liability and recall insurance policies (“Autoliv Product Liability Insurance Policies”) in scope and amounts consistent with past practice to cover Pre-Effective Time Veoneer Product Claims and Straddle Period Veoneer Product Claims (other than express or implied warranty claims).

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(b)    From the Effective Time until the Separation Date, for any Pre-Effective Time Veoneer Product Claims, the Autoliv Group shall pay all reasonable non-insured costs including, but not limited to, (i) any insurance premiums payable for the Autoliv Product Liability Insurance Policies relating to the Pre-Effective Time Veoneer Products, (ii) any self-insured retention amounts or expenses payable in respect of the Autoliv Product Liability Insurance Policies and (iii) any policy deductibles payable with respect to such claim.

(c)    From the Effective Time until the Separation Date:

(i)    The Veoneer Group shall reimburse the Autoliv Group for (x) its portion of the insurance premiums with respect to the Autoliv Product Liability Insurance Policies for Straddle Period Veoneer Products and (y) any reasonable non-insured costs and expenses with respect to the Straddle Period Veoneer Product Claims, including, but not limited to, any associated self-insured retention amounts and deductibles pursuant to the Autoliv Product Liability Insurance Policies. The amount of the reimbursement from Veoneer to Autoliv pursuant to clause (x) above shall be the portion of the cost of the insurance policy for such time period attributable to insuring potential Straddle Period Veoneer Product Claims, calculated in accordance with past practices based on Veoneer’s pro-rata amount of external sales.

(ii)    The Autoliv Group shall pay to the Veoneer Group any Insurance Proceeds, net of any expenses incurred by any member of the Autoliv Group in collecting such amount, it receives under the Autoliv Product Liability Insurance Policies for any Losses suffered by the Veoneer Group relating to or arising out of any Straddle Period Veoneer Product Claims during such time period.

(d)    On the Separation Date, Veoneer shall be responsible for obtaining its own insurance policies, and Autoliv will have no obligation to maintain any insurance policy for Post-Effective Time Veoneer Products.

(e)    From and after the Effective Time, if any member of the Autoliv Group is required to provide replacement products as a result of a Pre-Effective Time Veoneer Product Claim the Veoneer Group shall supply such products, and the Autoliv Group shall pay to the Veoneer Group the cost for such replacement Veoneer Products based on Veoneer’s actual production costs for such replacement Veoneer Products.

(f)    The Parties shall, and shall cause each of the members of their respective Groups and their respective employees, to provide the other Party (and any member of such Party’s Group) reasonable assistance with the investigation of the nature and substance of any claim and to respond to any Third Party with respect to such claim, and provide any information reasonably necessary to submit insurance claims.

11.4    Transfers Not Effected at or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time.

(a)    To the extent that any Transfer of Assets (including any entity) or Assumption of Liabilities contemplated by this Article II shall not have been consummated at or prior to the Effective Time, the Parties shall use reasonable best efforts to effect such Transfers as promptly following the Effective Time as shall be practicable. Nothing herein shall be deemed to require the Transfer of any Assets or the Assumption of any Liabilities which by their terms or operation

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of Law cannot be Transferred; provided, however, that the Parties and their respective Subsidiaries shall cooperate and use reasonable best efforts to seek to obtain, in accordance with applicable Law, any necessary Consents or Governmental Approvals for the Transfer of all Assets and Assumption of all Liabilities to the fullest extent permitted by applicable Law contemplated to be Transferred and Assumed pursuant to this Article II.

(b)    In the event that any such Transfer of Assets (including any entity) or Assumption of Liabilities has not been consummated, from and after the Effective Time (i) the Party retaining such Asset shall thereafter hold such Asset in trust for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and (ii) the Party intended to Assume such Liability shall, or shall cause the applicable member of its Group to (A) pay or reimburse the Party retaining such Liability for all amounts paid or incurred in connection with the retention of such Liability or (B) perform any non-monetary Liabilities in the place of the Party retaining such Liability to the extent such performance is practicable, permitted under applicable Law and does not result in a breach or default (or give rise to any termination rights, penalties or other remedies for the benefit of any counterparty) under any applicable Contract. To the extent the foregoing applies to any Contracts to be assigned for which any necessary Consents or Governmental Approvals are not received prior to the Effective Time, the treatment of such Contracts shall, for the avoidance of doubt, be subject to Section 2.9, to the extent applicable. In addition, the Party retaining such Asset or Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Asset or Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Party to which such Asset is to be Transferred or by the Party Assuming such Liability in order to place such Party, insofar as reasonably possible, in the same position as if such Asset or Liability had been Transferred or Assumed as contemplated hereby and so that all of the benefits and burdens relating to such Asset or Liability, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Asset or Liability, are to inure from and after the Effective Time to the member or members of the Autoliv Group or the Veoneer Group entitled to the receipt of such Asset or required to Assume such Liability. In furtherance of the foregoing, the Parties agree that, as of the Effective Time, subject to Section 2.2(c), to the extent permitted by applicable Law, each Party shall be deemed to have acquired complete and sole beneficial ownership over all of the Assets, together with all rights, powers and privileges incident thereto, and shall be deemed to have Assumed in accordance with the terms of this Agreement all of the Liabilities, and all duties, obligations and responsibilities incident thereto, which such Party is entitled to acquire or required to Assume pursuant to the terms of this Agreement.

(c)    If and when the Consents, Governmental Approvals and/or conditions, the absence or non-satisfaction of which caused the deferral of Transfer of any Asset or deferral of the Assumption of any Liability pursuant to Section 2.7(a), are obtained or satisfied, the Transfer, assignment, Assumption or novation of the applicable Asset or Liability shall be effected in accordance with and subject to the terms of this Agreement (including Section 2.2) and/or the applicable Ancillary Agreement, and shall, to the extent possible without the imposition of any substantial cost on any Party, be deemed to be effective as of the Effective Time.

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(d)    Any costs and expenses incurred after the Effective Time and on or prior to the first anniversary of the Effective Time to effect any Transfer of Assets (including any entity) or Assumption of Liabilities shall be shared equally between the Parties to which such Transfer of Assets or Assumption of Liabilities relates. Following the first anniversary of the Effective Time, the Party retaining any Asset (including any entity) contemplated by this Agreement to be Transferred to another Party or retaining any Liability contemplated by this Agreement to be Assumed by another Party shall not be obligated to expend any money to Transfer such Asset to such other Party or have such other Party Assume such Liability unless the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the Party entitled to such Asset or the Party intended to be subject to such Liability. Other than costs and expenses incurred and reimbursed in accordance with the foregoing, nothing in this Section 2.7(d) shall require any member of any Group to incur any material obligation or grant any material concession for the benefit of any member of any other Group in order to effect any transaction contemplated by Section 2.2 or Section 2.5.

(e)    With respect to Assets and Liabilities described in Section 2.7(a), each of Autoliv and Veoneer shall, and shall cause the members of its respective Group to, (i) treat for all Income Tax purposes (A) the deferred Assets as assets having been Transferred to and owned by the Party entitled to such Assets not later than the Effective Time and (B) the deferred Liabilities as liabilities having been Assumed and owned by the Person intended to be subject to such Liabilities not later than the Effective Time and (ii) neither report nor take any Income Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax Law or as otherwise agreed by the Parties).

Conveyancing and Assumption Instruments. In connection with, and in furtherance of, the Transfers of Assets and the Assumptions of Liabilities contemplated by this Agreement, the Parties shall execute or cause to be executed, on or after the date hereof by the appropriate entities to the extent not executed prior to the date hereof (but subject to Section 2.7), any Ancillary Agreement necessary to evidence the valid Transfer to the applicable Party or member of such Party’s Group of all right, title and interest in and to its accepted Assets and the valid and effective Assumption by the applicable Party of its Assumed Liabilities for Transfers and Assumptions to be effected pursuant to applicable Laws. The Transfer of capital stock shall be effected by means of executed stock powers and notation on the stock record books of the corporation or other legal entities involved, or by such other means as may be required in any non-U.S. jurisdiction to Transfer title to stock and, only to the extent required by applicable Law, by notation on public registries.

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11.5    Guarantees; Letters of Credit.

(a)    Except as otherwise set forth in Section 2.9(b), any member of the Autoliv Group, or the Veoneer Group, as applicable (an “Existing Guarantor”), shall remain as the guarantor or obligor under any guarantee and/or letter of credit by such Existing Guarantor for the benefit of any member of another Group (a “Guaranteed Party”), and the applicable Guaranteed Party shall indemnify and hold harmless the Existing Guarantor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article IV).

(b)    With respect to those guarantees and/or letters of credit set forth on Schedule 2.9(b), Veoneer shall (with the reasonable cooperation of the applicable member of the Autoliv Group) use its commercially reasonably efforts to have any member of the Autoliv Group removed as guarantor of or obligor for any Veoneer Liability, to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.9(b), to the extent that they relate to Veoneer Liabilities.

(c)     At or prior to the Effective Time, to the extent required to obtain a release from a guaranty (a “Guaranty Release”) in accordance with Section 2.9(b) of any member of the Autoliv Group, Veoneer shall, as applicable, execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Veoneer, as the case may be, would be reasonably unable to comply or (B) which would be reasonably expected to be breached.

(d)    If Veoneer is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (b) and (c) of this Section 2.9, (i) the relevant member of Veoneer Group that has assumed the underlying Liability with respect to such guaranty shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article IV) and shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder and (ii) Veoneer, on behalf of itself and the members of its Groups, agrees not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guarantee, lease, contract or other obligation for which Autoliv or member of Autoliv’s Group is or may be liable without the prior written consent of Autoliv, unless all obligations of Autoliv and the other members of Autoliv’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Autoliv; provided, however, with respect to leases, in the event a Guaranty Release is not obtained and the relevant beneficiary wishes to extend the term of such guaranteed lease, then such beneficiary shall have the option of extending the term if it provides such security as is reasonably satisfactory to the guarantor under such guaranteed lease.

11.6    Bank Accounts; Cash Balances.

(a)    Each Party agrees to take, or cause the applicable members of its respective Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all Contracts governing each bank and brokerage account, including lockbox

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accounts, owned by Autoliv or any other member of the Autoliv Group (collectively, the “Autoliv Accounts”) so that such Autoliv Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account, including lockbox accounts, owned by any member of the Veoneer Group (collectively, the “Veoneer Accounts”) are de-linked from the Veoneer Accounts.

(b)    Each Party agrees to take, or cause the applicable members of its respective Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all Contracts governing the Veoneer Accounts so that such Veoneer Accounts, if currently linked to an Autoliv Account, are delinked from the Autoliv Accounts.

(c)    It is intended that, following consummation of the actions contemplated by Section 2.2), there shall be in place a centralized cash management process pursuant to which (i) the Autoliv Accounts shall be managed centrally and funds collected shall be transferred into one or more centralized accounts maintained by Autoliv and (ii) the Veoneer Accounts shall be managed centrally and funds collected shall be transferred into one or more centralized accounts maintained by Veoneer.

(d)    With respect to any outstanding checks issued or payments initiated by Autoliv, Veoneer or any of their respective Group members prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated. In addition, any outstanding checks or payments issued by a third party for the benefit of Autoliv, Veoneer or any of their respective Group members prior to the Effective Time shall be honored following the Effective Time and payment shall be made to the party to whom the check or payment was issued.

(e)    With respect to the payments described in Section 2.10(d), in the event that:

(i)    Veoneer or one of its Group members initiates a payment prior to the Effective Time that is honored following the Effective Time, and to the extent such payment relates to the Autoliv Business, then Autoliv shall reimburse Veoneer for such payment as soon as reasonably practicable and in no event later than seven (7) days after such payment is honored; or

(ii)    Autoliv or one of its Group members initiates a payment prior to the Effective Time that is honored following the Effective Time, and to the extent such payment relates to the Veoneer Business, then Veoneer shall reimburse Autoliv for such payment as soon as reasonably practicable and in no event later than seven (7) days after such payment is honored.

(f)    Prior to or concurrently with the Effective Time, (i) Autoliv shall cause all Autoliv employees to be removed as authorized signatories on all bank accounts maintained by the Veoneer Group and (ii) Veoneer shall cause all Veoneer employees to be removed as authorized signatories on all bank accounts maintained by the Autoliv Group.

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Veoneer Funding Plan. On or prior to the Effective Time or as otherwise set forth in the Veoneer Funding Plan, Autoliv and Veoneer shall, and shall cause each member of its Group to, execute the Veoneer Funding Plan.

11.7    Return of Assets and Payments.

(a)    In the event that, at any time from and after the Effective Time, any Party (or any member of its Group) discovers that it or one of the members of its Group is the owner of, receives or otherwise comes to possess or benefit from any Asset (including the receipt of payments made pursuant to Contracts and proceeds from accounts receivable with respect to such Asset) or is liable for any Liability that is otherwise allocated to any Person that is a member of the other Group pursuant to this Agreement or any Ancillary Agreement (except in the case of any acquisition of Assets or assumption of Liabilities from the other Party for value subsequent to the Effective Time), such Party shall promptly Transfer, or cause to be Transferred, such Asset or Liability to the Person so entitled thereto (and the applicable Party shall cause such entitled Person to accept such Asset or Assume such Liability) for no further consideration. Prior to any such Transfer, such Asset shall be held in accordance with the other provisions of Section 2.7.

(b)    As between any two Parties (and the members of their respective Groups) all payments and reimbursements received after the Effective Time by any Party (or member of its Group) that relate to a Business, Asset or Liability of another Party (or member of its Group), shall be held by such Party in trust for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and, promptly upon receipt by such Party of any such payment or reimbursement, such Party shall pay or shall cause the applicable member of its Group to pay over to the Party entitled thereto the amount of such payment or reimbursement without right of set-off.

Disclaimer of Representations and Warranties. EACH OF AUTOLIV (ON BEHALF OF ITSELF AND EACH MEMBER OF THE AUTOLIV GROUP) AND VEONEER (ON BEHALF OF ITSELF AND EACH MEMBER OF THE VEONEER GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN ANY ANCILLARY AGREEMENT OR IN ANY CONTINUING ARRANGEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENTS OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES CONTRIBUTED, TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS, RESTRICTIONS ON TRANSFER, ENCUMBRANCE OR LIEN, NON-INFRINGEMENT, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR OTHER ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO

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ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS, WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, RESTRICTIONS ON TRANSFER, ENCUMBRANCE OR LIEN AND (II) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

ARTICLE XII

CERTAIN COVENANTS

Intellectual Property Each Party shall not use or exploit the Intellectual Property of the other Parties after the Effective Time, except (a) as permitted in the Ancillary Agreements, (b) as required by applicable Law, (c) as permitted by the “fair use” or similar doctrines or defenses, or (d) for neutral, non-trademark use of the other Parties’ Trademarks to describe the history of each Party’s respective business.

12.1    Employees.

(a)    Autoliv shall cause each of the individuals identified by Veoneer prior to the Closing Date (the “Employees Transferred to Veoneer”) to (i) resign from each member of the Autoliv Group with whom such employee has an employment relationship immediately prior to the Restructuring and (ii) enter into an employment relationship with members of the Veoneer Group, in each case effective as of the Effective Time or such other date and time as may be designated by Veoneer.

(b)    Notwithstanding any provision to the contrary set forth herein, (i) the Autoliv Group shall be solely liable for any Action brought by or against any Employee Transferred to Veoneer if and to the extent such Action arises from or is based on facts, events or actions occurring prior to the Effective Time; and (ii) the Veoneer Group shall be solely liable for any Action brought by or against any Employee Transferred to Veoneer if and to the extent such Action arises from or is based on facts, events or actions occurring after the Effective Time.

Transition Services Agreement. At the Effective Time, Autoliv and Veoneer will enter into the Transition Services Agreement.

12.2    Further Assurances.

(a)    In addition to and without limiting the actions specifically provided for elsewhere in this Agreement, including Section 2.7, each of the Parties shall cooperate with each other and use (and shall cause its respective Subsidiaries and Affiliates to use) reasonable best efforts, at and after the Effective Time, to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things reasonably necessary on its part under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

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(b)    Without limiting the foregoing, at and after the Effective Time, each Party shall, and shall cause the members of its Group to, cooperate with the other Party and the members of its Group, and, subject to Section 2.7, from and after the Effective Time, to execute and deliver, or use reasonable best efforts to cause to be executed and delivered, all instruments, including instruments of Transfer or title, and to make all filings with, and to obtain all Consents and/or Governmental Approvals, any permit, license, Contract, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the Transfers of the applicable Assets and the assignment and Assumption of the applicable Liabilities and the other transactions contemplated hereby and thereby. Without limiting the foregoing, each Party shall, subject to Section 2.7, take, and shall cause each member of its Group to take, such other actions as may be reasonably necessary to vest in such other Party or members of its Group such title and such rights as possessed by the transferring Person to the Assets allocated to such other Party under this Agreement or any of the Ancillary Agreements, free and clear of any Security Interest, if and to the extent it is practicable to do so.

Cooperation.

(c)    From and after the Effective Time and subject to compliance with the other provisions of this Agreement and the Ancillary Agreements, each Party shall, and shall cause each of its respective Group members and employees to, (i) provide reasonable cooperation and assistance to the other Party (and any member of its Group) in connection with the completion of the Restructuring Steps Plan and the other matters contemplated by this Agreement and the Ancillary Agreements, (ii) provide knowledge transfer regarding its applicable Business or Autoliv’s historical business at the reasonable request of another Party or member of such other Party’s Group, (iii) reasonably assist each other Party and its Group members in the orderly and efficient transition in becoming an independent company to the extent set forth in the Transition Services Agreement and (iv) reasonably assist each Person to which such Party or any member of its Group is providing or has provided services, as applicable, pursuant to the Transition Services Agreement, in connection with requests for information from, audits or other examinations of, such other Party or member of its Group by a Governmental Authority; in each case, except as set forth in Section 2.7, as may otherwise be agreed to by the Parties in writing or as contemplated by the immediately following sentence, at no additional cost to the Party or Group member requesting such assistance other than for the actual out-of-pocket costs (which shall not include the costs of salaries and benefits of employees of the Person providing such assistance or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service with respect to the foregoing) incurred by any such Party, if applicable. If an employee of one Party or Group member is requested to dedicate a significant portion or his or her working time to a project requested by another Party or member of another Party’s Group, the Parties agree that during the term of the Transition Services Agreement, such services shall be provided in accordance with the terms of the Transition Services Agreement.

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(d)    Promptly following the Closing Date, Autoliv shall execute and deliver to Veoneer all documents, papers, forms, and authorizations, and take such other actions as are necessary in accordance with the procedures of the applicable Internet domain name registrars to effectuate and evidence the transfer of ownership and control (including administrative and technical access) to Veoneer (or its designee) of all domain names included in the Veoneer Intellectual Property (“Veoneer Domain Names”), and cause the Veoneer Domain Names to be registered (or enable Veoneer to register the Veoneer Domain Names) in the name of Veoneer (or its designee) with the domain name registrar of Veoneer’s choosing as designated by Veoneer in writing. A Veoneer Domain Name will be deemed transferred when: (i) Veoneer’s designated registrar has confirmed the transfer in accordance with its procedures therefor; (ii) the applicable WHOIS database identifies Veoneer (or its designee) as the registrant of such Veoneer Domain Name; and (iii) Veoneer (or its designee) has administrative and technical access to such Veoneer Domain Name, and sole control over where such Veoneer Domain Name points.

Performance. Autoliv shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the Autoliv Group. Veoneer shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the Veoneer Group. Each Party (including its permitted successors and assigns) further agrees that it shall (a) give timely notice of the terms, conditions and continuing obligations contained in this Section 3.6 to all of the other members of its Group, and (b) cause all of the other members of its Group not to take, or omit to take, any action which action or omission would violate or cause such Party to violate this Agreement or any Ancillary Agreement or materially impair such Party’s ability to consummate the transactions contemplated hereby or thereby.

ARTICLE XIII

INDEMNIFICATION; COOPERATION

Indemnification by Autoliv. Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, Autoliv shall and shall cause the other members of the Autoliv Group to indemnify, defend and hold harmless Veoneer, each member of the Veoneer Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Veoneer Indemnitees”) from and against any and all Indemnifiable Losses of the Veoneer Indemnitees arising out of, by reason of or otherwise in connection with (a) the Autoliv Liabilities or alleged Autoliv Liabilities or (b) any breach by Autoliv of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder.

Indemnification by Veoneer. Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, Veoneer shall and shall cause the other members of the Veoneer Group to indemnify, defend and hold harmless Autoliv, each member of the Autoliv Group and each of their respective past,

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present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Autoliv Indemnitees”) from and against any and all Indemnifiable Losses of the Autoliv Indemnitees arising out of, by reason of or otherwise in connection with (a) the Veoneer Liabilities or (b) any breach by Veoneer of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder.

13.1    Procedures for Indemnification.

(a)    Other than with respect to Third Party Claims, which shall be governed by Section 4.3(b), each Veoneer Indemnitee and Autoliv Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article IV or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within thirty (30) days of such determination, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Each such Indemnitee shall provide the applicable Indemnifying Party with reasonable access, upon reasonable prior written notice and during normal business hours, in a manner so as not to unreasonably interfere in any material respect with the normal business operations of such Indemnitee, to its books and records, properties and personnel relating to the claim the Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement.

(b)    If a claim or demand is made against an Indemnitee by any Person who is not a party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement or any Ancillary Agreement, such Indemnitee shall notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within thirty (30) days) after receipt by such Indemnitee of written notice of the Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within five (5) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

(c)    An Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, if it so chooses, to assume the defense thereof, at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, that is reasonably acceptable (provided that insurer-appointed counsel shall be automatically deemed acceptable) to the applicable Indemnitees, within thirty (30) days of the receipt of such notice from such

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Indemnitees; provided, that: (i) the Indemnifying Party provides written notice to the Indemnitee that it elects to defend the Indemnitee against a Third Party Claim; (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnitee; and (iii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently; provided, however, the Indemnifying Party shall, in any case, have the right to employ separate counsel to participate in (but not control) the defense, compromise or settlement thereof at its own expense. In connection with a Third Party Claim for which the Indemnifying Party is controlling the defense pursuant to this Section 4.3(c), the Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and, in any event, shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent Information, materials and information in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as are reasonably required by the Indemnifying Party; provided, however, that in the event of a conflict of interest between the Indemnifying Party and the applicable Indemnitee(s), such Indemnitee(s) shall be entitled to retain, at the Indemnifying Party’s expense, separate counsel as required by the applicable rules of professional conduct with respect to such matter; provided, further, that if the Indemnifying Party has assumed the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions to such defense or to its liability therefor, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnitees shall be borne by the Indemnifying Party.

(d)    Notwithstanding any assumption of defense of a Third Party Claim by an Indemnifying Party in accordance with Section 4.3(c), in the event that in the course of defending such Third Party Claim the Indemnifying Party or another Party shall become aware that the subject matter of such Third Party Claim relates to a Liability of another Party and not to a Liability of such Indemnifying Party, then the Indemnifying Party shall, subject to the prior written consent of the other Party to which such Liability belongs, use reasonable best efforts to transfer the defense of such claim to such other Party, and shall thereafter cooperate fully with such other Party in such defense and make available to such other Party, at such Party’s expense, all witnesses, pertinent Information, materials and information in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating to such Third Party Claim as are reasonably required by such other Party.

(e)    If an Indemnifying Party fails for any reason to assume responsibility for defending a Third Party Claim within the time specified, such Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party. If the Indemnitee is conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnitee in such defense and make available to the Indemnitee, at the Indemnitee’s expense, all witnesses, pertinent Information, and material in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnitee.

(f)    Neither the Indemnifying Party nor the Indemnitee shall, without the prior written consent of the other Party (such written consent not to be unreasonably withheld or delayed), settle, compromise or offer to settle or compromise any Third Party Claim; provided, however, the Indemnifying Party may settle, compromise any Third Party Claim without consent of the Indemnitee if (i) such settlement or compromise shall include as an unconditional term thereof the giving by the claimant of a release of each Indemnitee from all liability with respect to such Third Party Claim, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party.

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Indemnification Obligations Net of Insurance Proceeds, Third Party Recoveries and Net Tax Benefit; Mitigation. Each Indemnitee shall be obligated in connection with any claim for indemnification under this Article IV to use all commercially reasonable efforts to obtain any insurance proceeds reasonably available to such Indemnitee with regard to the applicable claims and to recover any amounts to which it may be entitled in respect of the applicable claims pursuant to contractual or other indemnification rights that it may have against Third Parties. The amount that the Indemnifying Party is or may be required to pay to any Indemnitee pursuant to this Article IV shall be reduced (retroactively, if necessary) by (i) any insurance proceeds or payments from Third Parties actually recovered by or on behalf of such Indemnitee in reduction of the related Losses, net of any costs associated with the collection of such amounts, and (ii) any net Tax benefit actually realized by such Indemnitee with respect to such Losses for the taxable year of such Losses, as calculated on a “with and without” basis (the “Net Tax Benefit”). If an Indemnitee shall have received the payment required by this Agreement from the Indemnifying Party in respect of Losses and shall subsequently receive insurance proceeds, payments from Third Parties or Net Tax Benefits in respect of such Losses, then such Indemnitee shall promptly repay to the Indemnifying Party a sum equal to the amount of such insurance proceeds, Third Party payments or Net Tax Benefit actually received, in each case, net of any costs associated with the collection of such amounts. Each Indemnitee shall be obligated in connection with any claim for indemnification under this Article IV to use its commercially reasonable efforts to mitigate Losses upon and after becoming aware of any event which could reasonably be expected to give rise to such Losses. Notwithstanding anything to the contrary under this Agreement or Applicable Law, no Indemnitee shall be required to initiate any Action with respect to any matter for which an indemnification claim has been sought pursuant to this Agreement; provided, however, that upon payment in full of any claim for indemnification pursuant to this Article IV, the Indemnifying Party shall be subrogated to the extent of such payment with respect to such claim to the rights of the Indemnitee against any Third Party relating to such claim and any other Persons. Each Indemnitee shall be permitted to assert any claim for indemnification pursuant to this Agreement during such time as such Indemnitee pursues any mitigation options contemplated by this Section 4.4. The Indemnifying Party shall not be liable for any Losses under Section 4.1 or Section 4.2 to the extent they are special, indirect, incidental, consequential or punitive damages or lost profits, except in each case if, and only to the extent, such damages have been awarded to a Third Party against an Indemnitee.

13.2    Cooperation in Defense and Settlement.

(a)    With respect to any Third Party Claim and that implicates two or more Parties in any material respect due to the allocation of Liabilities, responsibilities for management of defense and related indemnities pursuant to this Agreement or any of the Ancillary Agreements, the applicable Parties agree to use reasonable best efforts to cooperate fully and maintain a joint defense. The Party that is not responsible for managing the defense of any such Third Party Claim shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist in the defense of such claims.

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(b)    Each of Autoliv and Veoneer agrees that at all times from and after the Effective Time, if an Action is commenced by a Third Party naming two (2) or more Parties (or any member of such Parties’ respective Groups) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective Group) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use reasonable best efforts to cause such nominal defendant to be removed from such Action, as soon as reasonably practicable.

Contribution. If for any reason the indemnification provided for in this Article IV is unavailable to any Indemnitee, or insufficient to hold it harmless, then the Indemnitee shall contribute to the amount paid or payable by such Indemnitee as a result of such Indemnifiable Losses in such proportion as is appropriate to reflect the relative fault of the Autoliv Group, on the one hand, and the Veoneer Group, on the other hand, in connection with the conduct, statement or omission that resulted in such Indemnifiable Losses.

Indemnification Payments. Indemnification required by this Article IV shall be made by periodic payments of the amount of Indemnifiable Losses in a timely fashion during the course of the investigation or defense, as and when bills are received or an Indemnifiable Loss incurred.

Survival of Indemnities. The rights and obligations of each of Veoneer and Autoliv and their respective Indemnitees under this Article IV shall survive (a) the sale or other transfer by any Party of any Assets or businesses or the assignment by it of any Liabilities, and (b) any merger, consolidation, business combination, sale of all or substantially all of the Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its respective Subsidiaries.

Covenant Not to Sue (Liabilities and Indemnity). Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring any Action or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any Veoneer Liabilities by Veoneer or a member of the Veoneer Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; or (b) the provisions of this Article IV are void or unenforceable for any reason.

No Impact on Third Parties. For the avoidance of doubt, except as expressly set forth in this Agreement, the indemnifications provided for in this Article IV are made only for purposes of allocating responsibility for Liabilities between the Veoneer Group, on the one hand, and the Autoliv Group, on the other hand, and are not intended to, and shall not, affect any obligations to, or give rise to any rights of, any third parties.

No Cross-Claims or Third-Party Claims. Each of Autoliv and Veoneer agrees that it shall not, and shall not permit the members of its respective Group to, in connection with any Third Party Claim, assert as a counterclaim or third-party claim against any member of the Veoneer Group or Autoliv Group, respectively, any claim (whether sounding in contract, tort or

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otherwise) that arises out of or relates to this Agreement, any breach or alleged breach hereof, the transactions contemplated hereby (including all actions taken in furtherance of the transactions contemplated hereby on or prior to the date hereof), or the construction, interpretation, enforceability or validity hereof, which in each such case shall be asserted only as contemplated by Article IV.

Non-Exclusivity of Remedies. The remedies provided for in this Article IV are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnitee at law or in equity; provided that the procedures set forth in Sections 4.1 and 4.2 shall be the exclusive procedures governing any indemnity action brought under this Agreement.

ARTICLE XIV

DISPUTE RESOLUTION

Dispute Resolution. In the event of a dispute arising out of or in connection with this Agreement (including its interpretation, performance or validity) (collectively, “Disputes”), the Autoliv Representative and the Veoneer Representative shall meet at a mutually acceptable time and place (or by teleconference) promptly after the Dispute has been referred to them, and thereafter as often as they reasonably deem necessary, to exchange relevant information and to resolve the Dispute.

ARTICLE XV.

MISCELLANEOUS

Complete Agreement; Construction. This Agreement, including the Exhibits and Schedules, and the Ancillary Agreements shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement or Continuing Arrangement, this Agreement shall control unless specifically stated otherwise in such Ancillary Agreement or Continuing Arrangement.

Ancillary Agreements. Except as expressly set forth herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.

Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Parties.

Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware, irrespective of the choice of laws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies.

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Assignability. Except as set forth in any Ancillary Agreement, this Agreement and each Ancillary Agreement shall be binding upon and inure to the benefit of the other Party or the other parties hereto and thereto, respectively, and their respective successors and permitted assigns; provided, however, that no Party or party thereto may assign its respective rights or delegate its respective obligations under this Agreement without the express prior written consent of the other Party or other parties thereto, as applicable. Notwithstanding the foregoing, no such consent shall be required for the assignment of a party’s rights and obligations under this Agreement or the Ancillary Agreements (except as may be otherwise provided in any such Ancillary Agreement) in whole in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. Nothing herein is intended to, or shall be construed to, prohibit either Party or any member of its Group from being party to or undertaking a change of control.

Termination. Notwithstanding any provisions hereof, the Autoliv Board may, in its sole discretion, at any time terminate this Agreement and/or abandon the Restructuring, whether or not it has theretofore approved this Agreement and/or the Restructuring. In the event this Agreement is terminated pursuant to the preceding sentence, neither party nor any of its directors or officers shall have any liability or further obligation to the other party.

Third Party Beneficiaries. Except for the release and indemnification rights under this Agreement of any Autoliv Indemnitee or Veoneer Indemnitee in their respective capacities as such: (a) the provisions of this Agreement and each Ancillary Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person (including, without limitation, any shareholders of Autoliv or shareholders of Veoneer) except the Parties hereto any rights or remedies hereunder; and (b) there are no Third Party beneficiaries of this Agreement or any Ancillary Agreement and neither this Agreement nor any Ancillary Agreement shall provide any third Person (including, without limitation, any shareholders of Autoliv or shareholders of Veoneer) with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement or any Ancillary Agreement.

Notices. All notices, requests, claims, demands or other communications under this Agreement and, to the extent applicable, and unless otherwise provided thereunder, under each of the Ancillary Agreements shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 6.8):

If to Autoliv, to:

Autoliv, Inc.

1320 Pacific Drive

Auburn Hills, Michigan 48326

Attention: General Counsel

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If to Veoneer, to:

Veoneer, Inc.

26545 American Drive

Southfield, Michigan 48034

Attention: General Counsel

Any Party may, by notice to the other Party, change the address and contact person to which any such notices are to be given.

Severability. If any provision of this Agreement or any Ancillary Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

Force Majeure. No Party shall be deemed in default of this Agreement or, unless otherwise provided therein, any Ancillary Agreement for any delay or failure to fulfill any obligation, other than a delay or failure to make a payment, so long as and to the extent to which any delay or failure in the fulfillment of such obligations is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use reasonable best efforts to remove any such causes and resume performance under this Agreement and the Ancillary Agreements, as applicable, as soon as reasonably practicable.

Expenses. Except as specifically provided otherwise in this Agreement or any Ancillary Agreement, all costs and expenses incurred by the Autoliv Group in connection with the Restructuring and related transactions shall be paid by Autoliv, and all costs and expenses incurred by the Veoneer Group in connection with the Restructuring and related transactions shall be paid by Veoneer.

Headings. The article, section and paragraph headings contained in this Agreement or any Ancillary Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or any Ancillary Agreement.

Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and the Ancillary Agreements, and liability for the breach of any obligations contained herein or therein, shall survive the Restructuring and shall remain in full force and effect in accordance with their terms.

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Waivers of Default. Waiver by a Party of any default by the other Party of any provision of this Agreement or any Ancillary Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement or any Ancillary Agreement shall operate as a waiver thereof nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

Amendments. No provisions of this Agreement or any Ancillary Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it sought to enforce such waiver, amendment, supplement or modification is sought to be enforced.

Performance. Each Party shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party.

Counterparts. This Agreement may be executed in one (1) or more counterparts, and by each Party in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

Facsimile Signatures. Each Party acknowledges that it may be executing this Agreement by facsimile, stamp or mechanical signature, and that delivery of an executed counterpart of a signature page to this Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by email in portable document format (.pdf) shall be effective as delivery of such executed counterpart of this Agreement. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by email in .pdf) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it will as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof) and delivered in person, by mail or by courier.

Limited Liability. Notwithstanding any other provision of this Agreement, no individual who is a shareholder, director, employee, officer, agent or representative of Autoliv or Veoneer, in such individual’s capacity as such, shall have any liability in respect of or relating to the covenants or obligations of Autoliv or Veoneer, as applicable, under this Agreement or any Ancillary Agreement or in respect of any certificate delivered with respect hereto or thereto and, to the fullest extent legally permissible, each of Autoliv or Veoneer, for itself and its respective Subsidiaries and its and their respective shareholders, directors, employees and officers, waives and agrees not to seek to assert or enforce any such liability that any such Person otherwise might have pursuant to applicable Law.

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Limitations of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT TO THE CONTRARY, NEITHER VEONEER NOR ITS AFFILIATES, ON THE ONE HAND, NOR AUTOLIV NOR ITS AFFILIATES, ON THE OTHER HAND, SHALL BE LIABLE UNDER THIS AGREEMENT OR ANY ANCILLARY AGREEMENT TO THE OTHER FOR ANY INCIDENTAL CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER ARISING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (OTHER THAN ANY SUCH LIABILITY WITH RESPECT TO INDEMNIFICATION OF SUCH DAMAGES PAID BY AN INDEMNITEE IN RESPECT OF A THIRD PARTY CLAIM).

[Signature Page to Follow.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

AUTOLIV, INC.
By:	/s/ Lars Sjöbring
Name:	Lars Sjöbring
Its:	Group Vice President of Legal Affairs, General Counsel and Secretary
VEONEER, INC.
By:	/s/ Christian Hanke
Name:	Christian Hanke
Its:	Director

[Signature Page – Master Transfer Agreement]

EX-4.1

Exhibit 4.1

The below General Terms and Conditions are, in all essential respects, a translation of the Swedish version of the “General Terms and Conditions for Swedish Depository Receipts representing common shares in Veoneer, Inc., kept in safe custody with Skandinaviska Enskilda Banken AB (publ) (Sw: Allmänna viIlkor för svenska depåbevis avseende stamaktier i Veoneer, Inc., deponerade hos Skandinaviska Enskilda Banken AB (publ))”. In the event of any difference between this translation and the Swedish original version, the Swedish original version shall govern.

GENERAL TERMS AND CONDITIONS

FOR

SWEDISH DEPOSITORY RECEIPTS IN VEONEER, INC.

representing common shares in Veoneer, Inc.

kept in safe custody with Skandinaviska Enskilda Banken AB (publ)

Effective as from May 30, 2018

Veoneer, Inc. (the Company) has requested Skandinaviska Enskilda Banken AB (publ) (SEB) and SEB has agreed (i) to hold in safe custody common shares in the Company (the Shares) on behalf of holders of Shares and (ii) to issue Swedish Depository Receipts representing the Shares (the SDRs) to shareholders in accordance with these General Terms and Conditions (these General Terms and Conditions), in order to enable listing and trading of the Shares on the Nasdaq Stockholm AB in Sweden.

1. Safe custody, registration etc

1.1 The Shares, represented by share certificates or by a book-entry registration, are deposited on behalf of holders of SDRs in safe custody with a bank conducting business in the U.S. designated by SEB (the Sub-Custodian).

1.2 For the safe custody these General Terms and Conditions will apply. Further to these General Terms and Conditions, certain rules and regulations may apply as to the share holding in the Company. Such rules and regulations will upon request be provided by SEB to holders of SDRs, either directly or through their nominee (the Holders).

1.3 For each deposited Share, SEB shall issue one SDR. SEB will not accept deposits of fractions of Shares or of an uneven number of fractional rights.

1.4 The rights of a Holder against SEB as depository according to these General Terms and Conditions relating to the Shares kept in safe custody are registered in the form of SDRs (Sw. svenska depåbevis) in the book-entry system administered by Euroclear Sweden AB (Euroclear) in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (Sw. lagen (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument) on the accounts (VPC Accounts) designated by the Holders (the SDR Register). No certificates representing the SDRs will be issued.

2. Transfer restrictions

2.1 SEB and the Sub-Custodian may refuse to accept Shares for deposit under these General Terms and Conditions whenever notified that the Company has restricted transfer of such Shares to comply with any ownership or transfer restrictions under Swedish, U.S. or any other applicable law.

3. Deposit, withdrawal and delivery of Shares

3.1 Upon payment of all taxes and governmental charges payable in connection with a deposit of Shares, Shares may be deposited under these General Terms and Conditions by delivery to SEB or the Sub-Custodian together with appropriate instructions to SEB as to the name, address and VPC Account number which the SDRs are to be registered as well as any other information and documentation required under Swedish, U.S. or any other applicable law.

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3.2 Upon payment of all taxes and governmental charges payable in connection with a withdrawal of Shares, Shares may be withdrawn from the safe custody only if such withdrawal is not prohibited under Swedish, U.S. or any other applicable law or by a decision of a governmental authority. Shares will be delivered to a custody account designated by the Holder or as agreed between the Holder and SEB provided the corresponding SDRs have been surrendered to and cancelled by SEB in the SDR Register.

3.3 Deposit and withdrawal of Shares pursuant to this Section 3 may only be made via SEB in Sweden.

3.4 Deposit and withdrawal of Shares pursuant to this Section 3 may temporarily be dis-allowed during such period decided by SEB in consultation with the Company as informed to the Holders.

3.5 SEB is entitled to compensation from a Holder for all fees and costs in connection with deposit, withdrawal and delivery of Shares pursuant to this Section 3, in accordance with the price list applied by SEB from time to time.

3.6 Registrations in the SDR Register resulting from deposits or withdrawals of Shares may be temporarily suspended or withheld, during any period when the transfer books of Euroclear or the Company are closed, or if any such action is deemed in good faith to be necessary or advisable by the Company or SEB at any time.

4. Transfer and pledge of Shares, etc.

4.1 The Shares can only, as long as they are in safe custody, be transferred or pledged by a transfer or pledge of the SDRs through registration in the SDR Register by a competent account operating institute (kontoförande institut) or, in the case of SDRs registered in the name of a nominee, through notification to the nominee. In order to be accepted by the Company such transfer or pledge may not be in violation of rules or regulations regarding restrictions on transferability that may arise pursuant to the General Corporation Law of the state of Delaware, USA, the Company’s certificate of incorporation or by-laws or U.S. federal law.

4.2 As regards transfers or pledges of SDRs the person considered to be the rightful Holder/pledgee as a result of a transfer or pledge is subject to these General Terms and Conditions and the rules and regulations applicable to financial instruments registered with Euroclear according to Chapter 5 in the Swedish Companies Act (Sw Aktiebolagslagen (2005:551)) and the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).

4.3 The registrations in the SDR Register to reflect the transfer of SDRs in particular instances may be refused, or the registration of transfer generally may be suspended, during any period when the transfer books of Euroclear or the Company are closed or if any such action is deemed in good faith to be necessary or advisable by the Company or SEB at any time.

4.4 A notice according to the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479) to a competent account operating institute or, if the SDRs are nominee registered, to the nominee, must always be made in connection with changes of ownership as well as changes of registered information of a Holder, i.e. name, address, etc. A failure to give a notice of transferred ownership may result in the acquirer losing the right against the Company, SEB and Euroclear to receive dividends or any other rights in connection with the SDRs.

5. Record date

5.1 SEB shall in consultation with the Company fix a date for the determination of the Holders entitled to dividends in cash, shares, rights, or any other property or the proceeds thereof (if the property is sold by SEB in accordance with these General Terms and Conditions), receiving information etc. to participate in and vote at a shareholders’ meeting or otherwise exercise any rights whatsoever that may be exercised by the shareholders of the Company (the Record Date). It is the intention of the Company and SEB that the Record Date for such dividends or other rights shall, when practically possible, be the same date as the record date for the Shares.

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6. Payments of cash dividend, withholding taxes, etc.

6.1 Payment of dividends to the Holders shall be made in Swedish kronor (SEK).

6.2 SEB shall in consultation with the Company fix the date for payment of each dividend to Holders (the Payment Date). It is the intention of SEB and the Company that the Payment Date shall, when practically possible, be the same date as the payment date for the Shares.

6.3 Prior to payment of any dividend according to these General Terms and Conditions, SEB shall convert the funds received in a foreign currency into SEK in accordance with the exchange rates applied by SEB from time to time. Such conversion shall take place not more than five nor less than three business days prior to the Payment Date by SEB entering into futures contracts with delivery on the Payment Date. The final conversion rate will be an average of the rates achieved in each such futures contract.

6.4 The person registered in the SDR Register on the Record Date as the Holder/holder of rights to dividends relating to the SDRs shall be considered to be authorized to receive dividends. Payments of dividends will be effected in SEK by Euroclear on the Payment Date. Dividend amounts for each SDR will be payable in SEK rounded down to one hundredth of one SEK. Any balance not so distributed shall be repaid to the Company.

6.5 If the person receiving dividends should not be an authorized recipient then the Company, SEB and Euroclear shall be considered to have fulfilled their respective obligations unless in the case of SEB or Euroclear either was aware that the payment of dividends was made to an unauthorized person or that, considering the specific circumstances, they have neglected what reasonably should have been regarded and the payment is not binding for the right recipient because such person was under age or had a Legal guardian according to the Code on Parents and Children (Sw Föräldrabalken) and the right to receive dividends was in the authority of the legal guardian.

6.6 Euroclear shall pay dividends to the Holders/holders of rights to dividends relating to the SDRs in accordance with the rules and regulations applied by Euroclear from time to time. Under the present rules and regulations of Euroclear, dividends normally are paid to cash accounts linked to the VPC Accounts on which the SDRs are registered.

6.7 The dividend payments to the Holders shall be made without deduction of any costs, charges, or fees, neither from the Company, SEB, the Sub-Custodian nor Euroclear, except for the withholding tax levied in the U.S. and Sweden, on dividend payments or any other tax to be imposed by tax authorities in the U.S. or Sweden.

6.8 In case of a dividend in the form of Shares in the Company where the shareholders are not offered the option to choose a dividend in the form of cash, SEB shall cause SDRs representing such Shares to be registered in the respective VPC Account of Holders entitled to receive such Shares. The same shall apply to the distribution of a dividend in the form of shares issued by a company other than the Company and such shares are represented by Swedish depository receipts or are directly registered in the CSD register with Euroclear. In the event SEB receives a dividend in the form of shares issued by a company other than the Company, such as shares issued by a subsidiary of the Company, and registration cannot be effected in the Holders’ VPC Accounts, SEB shall be entitled on behalf of the Holders after consultation with the Company to decide how such distribution shall be transferred to those Holders entitled to receive it if the Holders are not offered the option to receive the dividend in the form of cash. This may mean that the shares distributed are sold and that the proceeds of such sale, after deduction of selling costs and any fees and taxes, are paid to the Holders.

6.9 In connection with distribution to Holders, the Company, SEB, the Sub-Custodian or Euroclear or any of their respective agents will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld by the Company, SEB, the Sub-Custodian or Euroclear or any of their respective agents and owing such authority or agency. In the event the Company, SEB, the Sub-Custodian or Euroclear or any of their respective agents determines that any

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distribution in cash, shares, rights or any other property is subject to any tax or governmental charges which it is obligated to withhold, it may use that cash, or sell all or a portion of such property as is necessary and economically and practicably feasible to pay such taxes or governmental charges, and SEB shall distribute the net proceeds of any sale or the balance of any such property or cash after deduction of such taxes or governmental charges to the Holders entitled thereto. The Holder will remain liable for any deficiency.

6.10 SEB shall use its best efforts to provide the Holders with such information as it may possess and as the Holders may reasonably request to enable such Holder or its agent to claim any benefit provided under the taxation treaty between U.S. and Sweden.

7. Bonus issues, split-ups and combinations of shares

7.1 SEB shall accept delivery of Shares, through the Sub-Custodian, as a result of bonus issues and effect split-ups or combinations of Shares as promptly as possible. Registrations in the Holders’ respective VPC Accounts reflecting such bonus issue, split-up or combination shall be effected by Euroclear as soon as practically possible after the Record Dare without any further information to be given to the Holders by SEB.

7.2 The person registered in the SDR Register on the Record Dare as Holder/holder of rights relating to bonus issues shall be considered to be authorized to receive any Shares as a result of bonus issues or participate in any split-ups or combinations of SDRs.

7.3 Should the person receiving bonus shares or participating in split-ups or combinations of SDRs not be authorized to receive SDRs or to participate in such measures, the same principles shall apply as mentioned in Section 6.5 above.

7.4 Any taxes levied will be handled in accordance with Sections 6.7 - 6.9 above.

8. New Issues, Issues of debentures, other rights, etc.

8.1 SEB will provide the Holders with information in regard to new issues, issues debentures or other rights, in which the Holders have a right to subscribe for new shares and debentures, as well as other corporate action directed to the shareholders by the Company in accordance with Section 18.1 below. Application forms shall, if applicable, be appended to the information whereon the Holders can instruct SEB or any other agent to subscribe for Shares, convertibles, warrants or other rights on behalf of the Holder. Where, in accordance with the instructions of the Holder, SEB subscribes for and allocates such Shares, convertibles, warrants, or rights, equivalent registration on the respective Holder’s VPC Account shall take place as soon as possible following the issue to the extent practically possible.

8.2 When it is not practically and economically feasible to distribute any such rights etc. as decided in Section 8.1 above, SEB shall have the right to sell such rights etc. on behalf of the Holders and to distribute the proceeds of such sale to the Holders after deduction of any taxes levied in accordance with Sections 6.7 - 6.9 above and any costs and fees.

9. Optional dividends and other optional corporate action

9.1 If, in the opinion of SEB, it is not practically possible for the Holders to have an option to choose between dividends in the form of cash or in any other form, SEB shall on behalf of the Holders be entitled to decide that such dividends shall be paid in cash.

9.2 If the Company decides, other than in the event of distribution of profit, to distribute to the Holders shares or other rights issued by a company other than the Company, the provisions of Section 6.8 above shall be applied.

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10. Fractional shares

10.1 If the Holders for each SDR are entitled to receive fractional shares as a result of “stock dividends”, bonus issues or any other corporate action by the Company, such fractional shares will be sold by SEB and the proceeds of such sale will be distributed to the Holders.

11. Attending and voting at a general meeting of shareholders

11.1 SEB shall, as soon as possible after receipt of information of any general meeting of shareholders of the Company, cause the Holders of record in the SDR Register on the Record Date, set in accordance with Section 5.1 above, to be furnished with information regarding such general meeting of shareholders. The information shall comprise: (a) the time and location of the general meeting of shareholders and the matters intended to be considered by the meeting, (b) reference to instructions available through the Company’s website as to the actions that must be taken by each Holder to be able to exercise its voting rights at the general meeting, and (c) reference to materials for the general meeting available through the Company’s website. The information as set out in (a) through (c) above will be prepared in Swedish as well as in English (with the former version being distributed to Holders with a registered address in Sweden and the latter version being distributed to Holders with a registered address outside Sweden). Other information and general meeting materials will be prepared in English. The Company shall, upon request from a Holder, send to such Holder the materials for the general meeting of shareholders provided through the Company’s website.

11.2 According to the current certificate of incorporation and by-laws of the Company notice of meetings of shareholders shall be given by the Company not later than 10 nor more than 60 days before any meeting. The Record Date shall be not less than 10 days nor more than 60 days before the date of any meeting.

12. Company reports and other information

12.1 SEB shall cause reports and other information, received by SEB from the Company for distribution to the Holders, to be furnished, in accordance with Section 18.1 below, to all Holders or others being entitled to such information according to the SDR Register. As a general rule, the information shall be prepared in English unless the Company deems, in each individual case, a translation of a document into Swedish to be appropriate with regard to the contents or the purpose of the document. The English version shall prevail.

12.2 The Company shall cause the Company´s annual report prepared in English to be available through the Company’s website. The Company shall, upon request from a Holder, send the Company’s annual report to such Holder. The Company shall also publish stock market information in accordance with the requirements for trading on Nasdaq Stockholm AB or any other applicable marketplace.

12.3 Information from the Company is available through the Company’s website, www.veoneer.com.

13. Listing

13.1 The SDRs are listed on Nasdaq Stockholm AB. Should the SDRs be delisted from Nasdaq Stockholm AB, the Company shall, inform SEB as well as the Holders as soon as practically possible after such a decision. Notice to Holders shall be given in accordance with Section 18.1 below.

14. Custody of shares

14.1 SEB is entitled to keep a Holder`s respective Shares in custody together with other Holders’ Shares that are covered by these General Terms and Conditions and, if applicable, to have the Shares represented by a joint share certificate or by joint registration in a book-entry system. The Shares are deposited with the Sub-Custodian. Such deposit will be made in the name of SEB on behalf of the Holders. SEB may give the Sub-Custodian a consent to deposit the Shares with a central securities depository such as Depositary Trust Company (DTC).

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15. Fees and costs

15.1. All fees and costs in connection with the administration of the safe custody and the services rendered by Euroclear shall be paid by the Company, with those exceptions mentioned in Section 3.3 above and Section 22.3 below.

16. Change of legal requirements

16.1 If the Company decides that it is feasible to list the Shares on Nasdaq Stockholm AB instead of listing the SDRs and if it is also possible to register the Shares directly with Euroclear, SEB may and is entitled to register with Euroclear in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479) each Holder for the number of Shares that correspond to its holding of SDRs and simultaneously herewith cancel the corresponding SDRs. SEB shall inform the Holders of such registration and cancellation well in advance of the effective date and provide information of the effect of such direct registration of the Shares.

16.2 Should the applicable rules and regulations in Sweden relating to the safe custody of foreign shares etc. be changed, so that the Shares can be withdrawn from the safe custody and be held directly by the Holders or be registered on a VPC account designated by the Holder, then SEB may give the Holders a notice relating to such a change in accordance with Section 18.1 below.

17. Change of custodian bank

17.1 If the Company determines to appoint another Swedish bank as custodian, SEB shall assign all rights and obligations on behalf of SEB under these General Terms and Conditions to and deliver the Shares to that bank. The Company shall as soon as practically possible after a change of the custodian bank has been made inform and have the change approved by Euroclear and cause notice of such change to be mailed to the Holders in accordance with Section 18.1 below. A decision to change custodian bank in accordance with the foregoing may not be effected until six months after such date when the Holders have been informed thereof in accordance with Section 18.1 below.

18. Delivery of notices

18.1 SEB shall arrange for notices or documentation to be distributed to Holders in accordance with these General Terms and Conditions to be furnished to the Holders and other holders of rights registered in the SDR Register as entitled to receive notification pursuant to the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479). Such notices or documents shall be sent by mail to the address listed in the SDR Register. SEB and the Company may, in lieu of mailing notices, publish the corresponding information in at least one (1) national Swedish daily newspaper and through the Company’s website.

19. Amendments to these general terms and conditions

19.1 SEB shall after consultations with the Company be entitled to amend these General Terms and Conditions insofar as such amendments are required by Swedish. U.S. or any applicable legislation, court decisions or decisions by public authorities or changes in the rules and regulations of Euroclear, or if, in the opinion of SEB, such action is otherwise appropriate or necessary for practical reasons and the Holders’ rights are in no material respect adversely affected. SEB shall notify the Holders regarding decisions to amend in the manner set forth in Section 18.1.

20. Disclosure of information

20.1 SEB retains the right to request information from Euroclear regarding the Holders and is authorized to disclose any information concerning the Holders and their holdings of SDRs to the Company and to the Sub-Custodian.

20.2 SEB and the Company shall have the right to disclose information to registrars or governmental authorities, provided such obligation to provide information is required by Swedish or foreign law or governmental regulations. A Holder shall be obligated, upon request, to provide SEB with such information.

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20.3 SEB and the Company shall also have the right, in connection with reduction or refund of taxes together with other amounts owed by the tax authorities where such rights exist, to disclose information regarding a Holder and a Holder’s holdings of SDRs and the Shares represented thereby to the extent necessary.

20.4 SEB and the Company are entitled to provide and publish information regarding the Holders to the extent required by Nasdaq Stockholm AB or any applicable marketplace or as required pursuant to Swedish or other applicable rules and regulations.

21. Limitation of liability

21.1 With respect to the actions incumbent on SEB, the Sub-Custodian, the Company and Euroclear (in the case of Euroclear always subject to the provisions of the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479), SEB, the Sub-Custodian, the Company and Euroclear shall not be deemed liable for loss due to Swedish or foreign legal decrees, Swedish or foreign action by public authorities, acts of war; strikes, blockades, boycotts, lockouts or other similar causes. The reservations with respect to strikes, blockades, boycotts and lockouts apply even if SEB, the Sub-Custodian, the Company or Euroclear itself undertakes, or is the object of, such actions.

21.2 Neither SEB, the Sub-Custodian, the Company nor Euroclear shall be obligated to provide compensation for loss arising in other situations if SEB, the Sub-Custodian, the Company or Euroclear has exercised normal prudence. Neither shall any of them be liable for indirect damages.

21.3 If SEB, the Sub-Custodian, the Company or Euroclear shall be hindered from making payment or taking any other action by circumstances such as those described in Section 21.1 above, such action may be deferred until the hindrance has ceased to exist.

21.4 Neither SEB, the Sub-Custodian, the Company nor Euroclear is responsible for losses or damages incurred by the Holders by reason of that any dividend, right, delivery of notice or other that the shareholders of the Company are entitled to, of technical, legal or other reasons beyond Euroclear’s control cannot be distributed or transferred to the Holders registered in the SDR Register.

22. Termination

22.1 SEB is entitled to terminate the deposit of Shares by notice to a Holder pursuant to Section 18 where:

i) the Company adopts a resolution according to which the Shares in the Company shall no longer be represented by SDRs governed by these General Terms and Conditions,

ii) the Company adopts a resolution according to which the SDRs shall no longer be listed on a Swedish regulated market or traded on a multilateral trading facility (MTF) in Sweden or any equivalent market,

iii) Euroclear terminates the Agreement regarding registration of Swedish depository receipts,

iv) the Company applies for reorganisation, bankruptcy, liquidation, or other similar procedure, or where such a procedure commences upon application by third parties, or

v) the Company materially breaches its obligations vis-à-vis SEB.

22.2 In case of termination in accordance with section 22.1 i) or ii), the listing of or the trading in the SDRs shall cease at the earliest three (3) months after the day of notice of termination was sent or published provided the SDRs have not been de-listed from a Swedish regulated market or the trade has ceased on a multilateral trading facility (MTF) in Sweden or any equivalent market prior thereto.

22.3 In the event that SEB terminates the deposits of Shares in accordance with Section 22.1, these General Terms and Conditions shall continue to apply to the date decided by SEB, in consultation with the Company if practically possible. Such notice of termination shall be sent by mail to the Holders entitled to receive notices in accordance with Section 18.1 to the addresses listed in the VPC Register.

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22.3.1 In cases other than those set forth in Section 22.1, SEB is entitled to terminate the deposits of Shares through notification to the Holders, which notice shall take effect on the date agreed between SEB and the Company and which is informed in the notice of termination.

22.4 In the notice of termination, SEB shall set forth the Record Date upon which SEB shall de-register all the SDRs in the VPC Register and transfer the Shares to a custodian account as instructed by the Holder or as otherwise agreed with the Holder. In the event the Holder has not designated a custodian account or where an agreement has otherwise not been reached, SEB is entitled to sell the underlying Shares. The Holder shall be entitled to the proceeds of the sale following deduction for fees, taxes and reasonable costs. The amount shall be paid to the cash account linked to respective VPC Account of the Holder concerned or in the absence of such cash account, in the form of a payment notice. No interest shall accrue on the amount.

23. Governing law and Disputes

23.1 These General Terms and Conditions and any legal matters relating to the SDRs issued by SEB in accordance therewith shall be governed by Swedish law.

23.2 Any legal proceedings relating to the SDRs shall be instituted in the District Court of Stockholm (Stockholms tingsrätt), Sweden, or in such other jurisdiction which competence SEB has accepted in writing.

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EX-10.1

Exhibit 10.1

FORM OF EMPLOYEE MATTERS AGREEMENT

BY AND BETWEEN

AUTOLIV, INC.

AND

VEONEER, INC.

DATED AS OF                 , 2018

TABLE OF CONTENTS

AGREEMENT:		5
Article I		5
DEFINITIONS		5
Section 1.01	Definitions	5
Section 1.02	Interpretation	11
Article II GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES		12
Section 2.01	General Principles	12
Section 2.02	Service Credit	13
Section 2.03	Benefit Plans	13
Section 2.04	Individual Agreements	14
Section 2.05	Collective Bargaining	15
Section 2.06	Non-U.S. Regulatory Compliance	15
ARTICLE III ASSIGNMENT OF EMPLOYEES		15
Section 3.01	Active Employees	15
ARTICLE IV EQUITY, CASH, AND EXECUTIVE COMPENSATION		16
Section 4.01	Generally	16
Section 4.02	Equity Awards	17
Section 4.03	Short-Term Incentive Plans	20
Section 4.04	Director Compensation	20
ARTICLE V U.S. RETIREMENT PLANS		21
Section 5.01	Autoliv U.S. Pension Plans	21
Section 5.02	Veoneer U.S. Savings Plan	21
Section 5.03	Autoliv U.S. Savings Plan	22
Section 5.04	Veoneer Non-Qualified Retirement Plan.	22
Section 5.05	Nonqualified Plan Participation; Distributions	23
ARTICLE VI U.S. WELFARE BENEFIT PLANS		23

Section 6.01	Welfare Plans	23
Section 6.02	Veoneer U.S. Retiree Medical Plan	24
Section 6.03	COBRA	24
Section 6.04	Vacation, Holidays and Leaves of Absence	25
Section 6.05	Severance and Unemployment Compensation	25
Section 6.06	Workers’ Compensation	25
Section 6.07	Insurance Contracts	25
Section 6.08	Third-Party Vendors	25
ARTICLE VII NON-U.S. EMPLOYEES AND BENEFIT PLANS		25
Section 7.01	Non-U.S. Employees	25
Section 7.02	Veoneer Non-U.S. Pension Plans	26
Section 7.03	Veoneer Non-U.S. Welfare Plans	26
Section 7.04	Autoliv Non-U.S. Pension Plans	26
Section 7.05	Autoliv Non-U.S. Welfare Plans	26
ARTICLE VIII MISCELLANEOUS		26
Section 8.01	Employee Records	26
Section 8.02	Preservation of Rights to Amend	27
Section 8.03	Fiduciary Matters	27
Section 8.04	Further Assurances	28
Section 8.05	Counterparts; Entire Agreement; Corporate Power	28
Section 8.06	Governing Law	28
Section 8.07	Assignability	28
Section 8.08	Third-Party Beneficiaries	29
Section 8.09	Notices	29
Section 8.10	Severability	29
Section 8.11	Force Majeure	29
Section 8.12	Headings	30
Section 8.13	Survival of Covenants	30
Section 8.14	Waivers of Default	30
Section 8.15	Dispute Resolution	30
Section 8.16	Data Privacy	30

Section 8.17	Specific Performance	30
Section 8.18	Amendment	30
Section 8.19	Construction	31
Section 8.20	Exclusivity of Tax Matters Agreement	31
Section 8.21	Limitations of Liability	31

Schedules

Schedule 1.01(b)	Veoneer Non-U.S. Pension Plans
Schedule 1.01(c)	Veoneer Non-U.S. Welfare Plans
Schedule 1.01(d)	Veoneer U.S. Welfare Plans
Schedule 1.01(e)	Veoneer U.S. Retirement Plans
Schedule 1.01(f)	Autoliv Non-U.S. Pension Plans
Schedule 1.01(g)	Autoliv Non-U.S. Welfare Plans
Schedule 1.01(h)	Autoliv U.S. Welfare Plans
Schedule 1.01(i)	Autoliv U.S. Retirement Plans
Schedule 1.01(j)	Autoliv Short-Term Incentive Plans
Schedule 1.01(k)	Veoneer Short-Term Incentive Plans

EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT, dated as of                     , 2018 (this “Agreement”), is by and between Autoliv, Inc., a Delaware corporation (“Autoliv”), and Veoneer, Inc., a Delaware corporation (“Veoneer”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth in Article I or ascribed to them in the Distribution Agreement.

RECITALS:

WHEREAS, Autoliv owns 100% of the shares of common stock, par value $1.00 per share, of Veoneer (the “Veoneer Common Stock”);

WHEREAS, Autoliv and Veoneer entered into a Master Transfer Agreement, effective as of April 1, 2018 (the “Master Transfer Agreement”), pursuant to which on or prior to April 1, 2018 (the “Restructuring Date”), Autoliv and its Subsidiaries entered into a series of transactions to separate the Veoneer Business from the Autoliv Business so that, as of the Restructuring Date, the Veoneer Business was held and operated by members of the Veoneer Group and the Autoliv Business was held and operated by members of the Autoliv Group (the “Restructuring”);

WHEREAS, the Board of Directors of Autoliv (the “Autoliv Board”) has determined on careful review and consideration that it is appropriate, desirable and in the best interests of Autoliv and its stockholders to separate Veoneer into a separate, publicly traded company;

WHEREAS, in order to effect the separation, the Autoliv Board has determined that it is appropriate, desirable and in the best interests of Autoliv and its stockholders for Autoliv to distribute to the holders of the Autoliv Common Stock (as defined herein), on a pro rata basis (in each case without consideration being paid by such stockholders), all of the outstanding shares of Veoneer Common Stock (with the holders of Swedish Depository Receipts representing shares of Autoliv Common Stock receiving Swedish Depository Receipts representing shares of Veoneer Common Stock) (the “Distribution”);

WHEREAS, in order to effectuate the Distribution, Autoliv and Veoneer have entered into that certain Distribution Agreement, dated as of                     , 2018 (the “Distribution Agreement”); and

WHEREAS, in addition to the matters addressed by the Distribution Agreement, the Parties desire to enter into this Agreement to set forth the terms and conditions of certain employment, compensation, and benefit matters.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01    Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below.

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“Adjusted Autoliv Awards” mean collectively, Adjusted Autoliv Options and Adjusted Autoliv Restricted Stock Unit Awards.

“Adjusted Autoliv Option” means an Autoliv Option, adjusted as of the Effective Time in accordance with Section 4.02(a).

“Adjusted Autoliv Restricted Stock Unit Award” means an Autoliv Restricted Stock Unit Award, adjusted as of the Effective Time in accordance with Section 4.02(b).

“Affiliate” has the meaning set forth in the Distribution Agreement.

“Agreement” has the meaning set forth in the preamble to this Agreement and shall include all Schedules hereto and all amendments, modifications, and changes hereto entered into pursuant to Section 8.18.

“Amended and Restated Transition Services Agreement” has the meaning set forth in the Distribution Agreement.

“Ancillary Agreement” has the meaning set forth in the Distribution Agreement.

“Assets” has the meaning set forth in the Master Transfer Agreement.

“Autoliv” has the meaning set forth in the preamble to this Agreement.

“Autoliv Awards” means, collectively, Autoliv Options, Autoliv Restricted Stock Unit Awards and Autoliv Performance Shares.

“Autoliv Benefit Plan” means any Benefit Plan established, sponsored, maintained or contributed to by Autoliv or any of its Subsidiaries immediately prior to the Effective Time, excluding any Veoneer Benefit Plan.

“Autoliv Board” has the meaning set forth in the recitals to this Agreement.

“Autoliv Business” has the meaning set forth in the Master Transfer Agreement.

“Autoliv Common Stock” has the meaning set forth in the Distribution Agreement.

“Autoliv Compensation Committee” means the Leadership Development and Compensation Committee of the Autoliv Board.

“Autoliv Conversion Ratio” means the average of the closing per share price of Autoliv Shares trading “regular way with due bills” on the NYSE during the five (5) trading days immediately preceding and including the Distribution Date divided by the average of the closing per share price of Autoliv Shares during the first five (5) trading days immediately following the Distribution Date, rounded to the nearest full cent.

“Autoliv Equity Plan” means any equity compensation plan sponsored or maintained by Autoliv immediately prior to the Effective Time, including the Autoliv, Inc. 1997 Stock Incentive Plan, as amended.

“Autoliv Group” has the meaning set forth in the Distribution Agreement.

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“Autoliv Group Employee” means any individual employed by the Autoliv Group as of the Effective Time (including any such individual who is not actively working as of the Effective Time as a result of an illness, injury, or leave of absence) who is not a Veoneer Group Employee.

“Autoliv Liabilities” has the meaning set forth in the Distribution Agreement.

“Autoliv Nonqualified Plans” means the Autoliv ASP, Inc. Excess Pension Plan and the Autoliv North America Non-Qualified Retirement Plan.

“Autoliv Non-Qualified Retirement Plan” means the Autoliv North America Non-Qualified Retirement Plan.

“Autoliv Non-U.S. Pension Plan” means collectively, the plans listed on Schedule 1.01(f) hereto.

“Autoliv Non-U.S. Welfare Plan” means any Welfare Plan established, sponsored, maintained, or contributed to by Autoliv or any of its Subsidiaries for the benefit of Non-U.S. Employees or Former Non-U.S. Employees, excluding any Veoneer Non-U.S. Welfare Plan, and listed on Schedule 1.01(g) hereto.

“Autoliv Option” means an option to purchase Autoliv Shares granted pursuant to an Autoliv Equity Plan that is outstanding as of immediately prior to the Effective Time.

“Autoliv Performance Share” means a performance share award in respect of Autoliv Shares granted pursuant to an Autoliv Equity Plan that is outstanding as of immediately prior to the Effective Time.

“Autoliv Performance Share Conversion Factor” means the level of achievement of the applicable performance goals for each outstanding Autoliv Performance Share, expressed as a percentage.

“Autoliv Restricted Stock Unit Award” means a restricted stock unit award in respect of Autoliv Shares granted pursuant to an Autoliv Equity Plan that is outstanding as of immediately prior to the Effective Time.

“Autoliv Savings Plan” means the Autoliv (401k) Plan.

“Autoliv Shares” means shares of Autoliv Common Stock.

“Autoliv Short-Term Incentive Plans” means any annual or short-term incentive cash compensation plan sponsored or maintained by Autoliv immediately prior to the Effective Time, including the plans listed in Schedule 1.01(j) hereto, other than any Veoneer Short-Term Incentive Plans.

“Autoliv U.S. Pension Plans” means, collectively, the Autoliv ASP, Inc. Pension Plan and the Autoliv ASP, Inc., Excess Pension Plan.

“Autoliv U.S. Savings Plan” means the Autoliv ASP, Inc. Employee Savings and Investment Plan.

“Autoliv U.S. Savings Plan Trust” means the master trust for Autoliv U.S. Savings Plans.

“Autoliv U.S. Welfare Plan” means any Welfare Plan established, sponsored, maintained, or contributed to by Autoliv or any of its Subsidiaries for the benefit of U.S. Employees or Former U.S. Employees including the plans listed in Schedule 1.01(h) hereto.

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“Autoliv Welfare Plans” means the Autoliv U.S. Welfare Plans and the Autoliv Non-U.S. Welfare Plans.

“Benefit Plan” means any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement providing for benefits, perquisites or compensation of any nature from an employer to any Employee, or to any family member, dependent, or beneficiary of any such Employee, including pension plans, superannuation plans, thrift plans, supplemental pension plans, and welfare plans, and contracts, agreements, policies, practices, programs, plans, trusts, commitments, and arrangements providing for terms of employment, fringe benefits, severance benefits, termination indemnities, change in control protections or benefits, travel and accident, life, accidental death and dismemberment, disability and accident insurance, tuition reimbursement, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences, and holidays; provided, however, that the term “Benefit Plan” shall not include any government-sponsored benefits, such as workers’ compensation, unemployment, or any similar plans, programs, or policies.

“COBRA” means the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified in Section 601 et seq. of ERISA and in Section 4980B of the Code.

“Code” has the meaning set forth in the Distribution Agreement.

“Dispute” has the meaning set forth in the Distribution Agreement.

“Distribution” has the meaning set forth in the recitals to this Agreement.

“Distribution Agreement” has the meaning set forth in the recitals to this Agreement.

“Distribution Date” has the meaning set forth in the Distribution Agreement.

“Effective Time” has the meaning of “Distribution Effective Time” set forth in the Distribution Agreement.

“Employee” means any Autoliv Group Employee or Veoneer Group Employee.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“Exchange Act” has the meaning set forth in the Distribution Agreement.

“FICA” has the meaning set forth in Section 3.01(e).

“Force Majeure” has the meaning set forth in the Distribution Agreement.

“Former Autoliv Group Employee” means any individual who is a former employee of a legal entity that remained with the Autoliv Group following the Restructuring Date who terminated employment prior to the Effective Date.

“Former Employees” means Former Autoliv Group Employees and Former Veoneer Group Employees.

“Former Non-U.S. Employee” means any Former Employee other than a Former U.S. Employee.

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“Former U.S. Employee” means any Former Employee who was assigned primarily to operations in the United States during his or her employment with the Autoliv Group.

“Former Veoneer Group Employee” means any individual employed by a legal entity that remained with the Veoneer Group following the Restructuring Date who terminated employment prior to the Effective Date.

“FUTA” has the meaning set forth in Section 3.01(e).

“Governmental Authority” has the meaning set forth in the Distribution Agreement.

“Incurred Claims” means a Liability related to services or benefits provided under a Benefit Plan, and shall be deemed to be incurred: (a) with respect to medical, dental, vision, and prescription drug benefits, upon the rendering of services giving rise to such Liability; (b) with respect to death benefits, life insurance, accidental death and dismemberment insurance, and business travel accident insurance, upon the occurrence of the event giving rise to such Liability; (c) with respect to disability benefits, upon the date of disability, as determined by the disability benefit insurance carrier or claim administrator, giving rise to such Liability; (d) with respect to a period of continuous hospitalization, upon the date of admission to the hospital; and (e) with respect to tuition reimbursement or adoption assistance, upon completion of the requirements for such reimbursement or assistance, whichever is applicable.

“Indemnified Party” has the meaning set forth in the Distribution Agreement.

“Individual Agreement” means any individual (a) employment contract, (b) retention, severance, or change of control agreement, (c) expatriate (including any international assignee) contract or agreement (including agreements and obligations regarding repatriation, relocation, equalization of taxes, and living standards in the host country), (d) intellectual property assignment agreements, or (e) other agreement containing restrictive covenants (including confidentiality, noncompetition, and nonsolicitation provisions) between a member of the Autoliv Group or the Veoneer Group, on the one hand, and an Veoneer Group Employee or Former Veoneer Group Employee, on the other hand, as in effect immediately prior to the Effective Time.

“IRS” means the United States Internal Revenue Service.

“Law” has the meaning set forth in the Distribution Agreement.

“Liability” or “Liabilities” has the meaning set forth in the Distribution Agreement.

“Non-U.S. Employee” means any Employee other than a U.S. Employee.

“NYSE” has the meaning set forth in the Distribution Agreement.

“Parties” means the parties to this Agreement.

“Person” has the meaning set forth in the Distribution Agreement.

“Privileged Information” has the meaning set forth in the Distribution Agreement.

“Record Date” has the meaning set forth in the Distribution Agreement.

“Securities Act” means the U.S. Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.

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“Separation” has the meaning set forth in the recitals to this Agreement.

“Subsidiary” has the meaning set forth in the Distribution Agreement.

“Transferred Director” means any Veoneer non-employee director as of the Effective Time who served on the Autoliv Board immediately prior to the Effective Time.

“Transferred FSA Balances” has the meaning set forth in Section 6.01(d).

“U.S.” means the United States of America.

“U.S. Employees” shall mean Employees who are assigned primarily to operations in the United States.

“Welfare Plan” means any “welfare plan” (as defined in Section 3(1) of ERISA) or a “cafeteria plan” under Section 125 of the Code, and any benefits offered thereunder, and any other plan offering health benefits (including medical, prescription drug, dental, vision, mental health, substance abuse, and retiree health), disability benefits, or life, accidental death and dismemberment, and business travel insurance, pre-tax premium conversion benefits, dependent care assistance programs, employee assistance programs, paid time-off programs, contribution funding toward a health savings account, flexible spending accounts, or cashable credits.

“Veoneer” has the meaning set forth in the preamble to this Agreement.

“Veoneer Awards” means, collectively, Veoneer Options and Veoneer Restricted Stock Unit Awards.

“Veoneer Benefit Plan” means any Benefit Plan established, sponsored, maintained, or contributed to by a member of the Veoneer Group as of or after the Effective Time.

“Veoneer Board” means the Board of Directors of Veoneer.

“Veoneer Business” has the meaning set forth in the Distribution Agreement.

“Veoneer Common Stock” has the meaning set forth in the Distribution Agreement.

“Veoneer Conversion Ratio” means the average of the closing per share price of Autoliv Shares trading “regular way with due bills” on the NYSE during the five (5) trading days immediately preceding and including the Distribution Date divided by the average of the closing per share price of Veoneer Shares during the first five (5) trading days immediately following the Distribution Date, rounded to the nearest full cent.

“Veoneer Equity Plan” means the Veoneer 2018 Stock Incentive Plan.

“Veoneer Group” has the meaning set forth in the Distribution Agreement.

“Veoneer Group Employee” means any individual employed by the Veoneer Group as of the Effective Time (including any such individual who is not actively working as of the Effective Time as a result of an illness, injury, or leave of absence) who is not an Autoliv Group Employee.

“Veoneer Liabilities” has the meaning set forth in the Distribution Agreement.

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“Veoneer Non-Qualified Retirement Plan” means the Veoneer North America Non-Qualified Retirement Plan.

“Veoneer Non-U.S. Pension Plans” means, collectively, the plans listed on Schedule 1.01(b) hereto.

“Veoneer Non-U.S. Welfare Plans” means the Welfare Plans established, sponsored, maintained, or contributed to by any member of the Veoneer Group for the benefit of Veoneer Group Employees and Former Veoneer Group Employees who are Non-U.S. Employees and Former Non-U.S. Employees, respectively, including the Welfare Plans listed in Schedule 1.01(c) hereto.

“Veoneer Option” means an option to purchase Veoneer Shares granted by Veoneer pursuant to the Veoneer Equity Plan in accordance with Section 4.02(a).

“Veoneer Restricted Stock Unit Award” means a restricted stock unit award in respect of Veoneer Shares granted pursuant to the Veoneer Equity Plan in accordance with Section 4.02(b).

“Veoneer Shares” means shares of Veoneer Common Stock.

“Veoneer Short-Term Incentive Plans” means any annual or short-term incentive cash compensation plan sponsored or maintained by Veoneer immediately following the Effective Time, including the plans listed in Schedule 1.01(k) hereto.

“Veoneer U.S. Retiree Medical Plan” means the Veoneer US Retiree Medical Plan.

“Veoneer U.S. Savings Plan” means the Veoneer US (401k) Plan.

“Veoneer U.S. Savings Plan Trust” means the master trust for Veoneer U.S. Savings Plans.

“Veoneer U.S. Welfare Plans” means the Welfare Plans established, sponsored, maintained, or contributed to by any member of the Veoneer Group for the benefit of Veoneer Group Employees and Former Veoneer Group Employees who are U.S. Employees and Former U.S. Employees, respectively, including the Welfare Plans listed in Schedule 1.01(d) hereto, excluding any Autoliv U.S.

“Veoneer Welfare Plans” means the Veoneer U.S. Welfare Plans and the Veoneer Non-U.S. Welfare Plans.

Section 1.02    Interpretation. In this Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” “herewith” and words of similar import, and the terms “Agreement” shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules, Exhibits, Annexes and Appendices hereto and thereto) and not to any particular provision of this Agreement; (c) Article, Section, Exhibit, Schedule and Appendix references are to the Articles, Sections, Exhibits, Schedules and Appendices to this Agreement unless otherwise specified; (d) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) the word “or” shall not be exclusive; (f) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” and words of similar import shall all be references to the date first stated in the preamble to this Agreement, regardless of any amendment or restatement hereof; (g) unless otherwise provided, all references to “$” or “dollars” are to United States dollars; and (h) references to the performance, discharge or fulfillment of any Liability in accordance with its terms shall have meaning only to the extent such Liability has terms, and if the Liability does not have terms, the reference shall mean performance, discharge or fulfillment of such Liability.

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ARTICLE II

GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES

Section 2.01    General Principles.

(a)    Acceptance and Assumption of Veoneer Liabilities. Except as otherwise specifically provided herein, as of the Effective Time, Veoneer accepts, assumes, and agrees to faithfully perform, discharge, and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered a Veoneer Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by Autoliv’s or Veoneer’s respective directors, officers, Employees, Former Employees, agents, Subsidiaries, or Affiliates against any member of the Autoliv Group or the Veoneer Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, or misrepresentation by any member of the Autoliv Group or the Veoneer Group, or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries, or Affiliates:

(i)    any and all wages, salaries, incentive compensation (as the same may be modified by this Agreement), equity compensation (as the same may be modified by this Agreement), commissions, bonuses, and any other employee compensation or benefits payable to or on behalf of any Veoneer Group Employees and Former Veoneer Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses, or other employee compensation or benefits are or may have been awarded or earned;

(ii)    any and all Liabilities whatsoever with respect to claims made by or with respect to any Veoneer Group Employees or Former Veoneer Group Employees in connection with any Benefit Plan not retained or assumed by any member of the Autoliv Group pursuant to this Agreement;

(iii)    any and all other Liabilities with respect to any Veoneer Group Employees or Former Veoneer Group Employees; and

(iv)    any and all Liabilities expressly assumed or retained by any member of the Veoneer Group pursuant to this Agreement.

(b)    Acceptance and Assumption of Autoliv Liabilities. Except as otherwise specifically provided herein, as of the Effective Time, Autoliv accepts, assumes, and agrees to faithfully perform, discharge, and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered an Autoliv Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by Autoliv’s or Veoneer’s respective directors, officers, Employees, Former Employees, agents, Subsidiaries, or Affiliates against any member of the Autoliv Group or the Veoneer Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, or misrepresentation by any

12

member of the Autoliv Group or the Veoneer Group, or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries, or Affiliates:

(i)    any and all wages, salaries, incentive compensation (as the same may be modified by this Agreement), equity compensation (as the same may be modified by this Agreement), commissions, bonuses, and any other employee compensation or benefits payable to or on behalf of any Autoliv Group Employees and Former Autoliv Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses, or other employee compensation or benefits are or may have been awarded or earned;

(ii)    any and all Liabilities whatsoever with respect to claims made by or with respect to any Autoliv Group Employees or Former Autoliv Group Employees in connection with any Benefit Plan not retained or assumed by any member of the Veoneer Group pursuant to this Agreement;

(iii)    any and all other Liabilities with respect to any Autoliv Group Employees or Former Autoliv Group Employees; and

(iv)    any and all Liabilities expressly assumed or retained by any member of the Autoliv Group pursuant to this Agreement.

(c)    Unaddressed Liabilities. To the extent that this Agreement does not address particular Liabilities under any Benefit Plan and the Parties later determine that they should be allocated in connection with the Distribution, the Parties shall agree in good faith on the allocation, taking into account the handling of comparable Liabilities under this Agreement.

Section 2.02    Service Credit. The Veoneer Benefit Plans shall, and Veoneer shall cause each member of the Veoneer Group to, recognize each Veoneer Group Employee’s and each Former Veoneer Group Employee’s full service with Autoliv or any of its Subsidiaries or predecessor entities at or before the Effective Time, to the same extent that such service was credited by Autoliv for similar purposes prior to the Effective Time as if such full service had been performed for a member of the Veoneer Group, for purposes of eligibility, vesting, and determination of level of benefits under any such Veoneer Benefit Plan; provided, however, that the foregoing service recognition shall not apply to the extent it would result in duplication of benefits for the same period of services.

Section 2.03    Benefit Plans.

(a)    Establishment of Plans. Except as otherwise explicitly provided in this Agreement, before the Effective Time, Veoneer shall, or shall cause an applicable member of the Veoneer Group to, adopt Benefit Plans (and related trusts, if applicable), with terms that are in the aggregate comparable (or such other standard as is specified in this Agreement with respect to any particular Benefit Plan) to those of the corresponding Autoliv Benefit Plans; provided, however, that Veoneer may limit participation in any such Veoneer Benefit Plan to Veoneer Group Employees and Former Veoneer Group Employees who participated in the corresponding Autoliv Benefit Plan immediately prior to the date of establishment of such plan.

(b)    No Creation/Acceleration of Benefits; No Duplication of Benefits.

(i)    Notwithstanding anything to the contrary in this Agreement, the Distribution Agreement, or any other Ancillary Agreement, no participant in any Veoneer Benefit Plan shall

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receive service credit or benefits to the extent that receipt of such service credit or benefits would result in duplication of benefits provided to such participant by the corresponding Autoliv Benefit Plan or any other plan, program, or arrangement sponsored or maintained by a member of the Autoliv Group.

(ii)    Unless expressly provided for in this Agreement, in the Distribution Agreement, or in any other Ancillary Agreement, or required by applicable Law, no provision in this Agreement shall be construed to create any right to, or accelerate vesting or entitlements to, any compensation or benefit whatsoever under any program or arrangement sponsored or maintained by a member of the Autoliv Group or member of the Veoneer Group on the part of any Employee or Former Employee.

(c)    Transition Services. The Parties acknowledge that the Autoliv Group or the Veoneer Group may provide administrative services for certain of the other Party’s compensation and benefit programs for a transitional period under the terms of the Amended and Restated Transition Services Agreement.

(d)    Beneficiaries. References to Autoliv Group Employees, Former Autoliv Group Employees, Veoneer Group Employees, Former Veoneer Group Employees, and non-employee directors of either Autoliv or Veoneer (including Transferred Directors), shall, where the context clearly contemplates, be deemed to refer to their beneficiaries, dependents, survivors, and alternate payees, as applicable.

(e)    Amendment and Termination. Nothing in this Agreement shall be construed or interpreted to restrict the right or authority of any member of the Autoliv Group or the Veoneer Group, as applicable, to amend or terminate any Autoliv Benefit Plan or Veoneer Benefit Plan, or any plan that is newly adopted or implemented in accordance with the terms hereof after the Distribution Date, as applicable, effective as of a date on and after the Distribution Date, to the extent permitted by applicable Law.

(f)    Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party and such consent is withheld, the Parties shall use commercially reasonable efforts to implement the applicable provision of this Agreement to the full extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties shall negotiate in good faith to implement the provision in a mutually satisfactory manner.

Section 2.04    Individual Agreements.

(a)    Assignment by Autoliv. To the extent necessary, Autoliv shall assign, or cause an applicable member of the Autoliv Group to assign, to Veoneer or another member of the Veoneer Group, as designated by Veoneer, all Individual Agreements, with such assignment to be effective as of or prior to the Effective Time; provided, however, that to the extent that assignment of any such Individual Agreement is not permitted by the terms of such agreement or by applicable Law, effective as of or prior to the Effective Time, each member of the Veoneer Group shall be considered to be a successor to each member of the Autoliv Group for purposes of, and a third-party beneficiary with respect to, such Individual Agreement, such that each member of the Veoneer Group shall enjoy all of the rights and benefits under such agreement (including rights and benefits as a third-party beneficiary), with respect to the business operations of the Veoneer Group; and provided, further, that, on and after the Effective Time, Autoliv shall not be permitted to enforce any Individual Agreement (including any agreement containing noncompetition or nonsolicitation covenants) against a Veoneer Group Employee or Former Veoneer Group Employee for action taken in such individual’s capacity as a Veoneer Group Employee or Former Veoneer Group Employee.

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(b)    Assumption by Veoneer. Effective as of or prior to the Effective Time, Veoneer shall assume and honor, or shall cause a member of the Veoneer Group to assume and honor, all Individual Agreements.

Section 2.05    Collective Bargaining. Effective no later than immediately prior to the Effective Time, to the extent necessary, Veoneer shall cause the appropriate member of the Veoneer Group to (a) assume collective bargaining, works council, or similar agreements (including any national, sector, or local collective bargaining agreement) that cover Veoneer Group Employees or Former Veoneer Group Employees and the Liabilities arising under any such agreements, and (b) join any industrial, employer, or similar association or federation if membership is required for the relevant collective bargaining agreement to continue to apply. Notwithstanding anything to the contrary in this Section 2.05, in countries in which the European Union Acquired Rights Directive applies, collective bargaining agreements and any other agreements with employee representatives shall continue to apply after the Distribution Date to the extent and in the manner provided for by local Law.

Section 2.06    Non-U.S. Regulatory Compliance. Autoliv shall have the authority to adjust the treatment described in this Agreement with respect to Veoneer Group Employees or Former Veoneer Group Employees who are located outside of the United States in order to ensure compliance with the applicable laws or regulations of countries outside of the United States or to preserve the tax benefits provided under local tax law or regulation before the Distribution.

ARTICLE III

ASSIGNMENT OF EMPLOYEES

Section 3.01    Active Employees.

(a)    Assignment and Transfer of Employees. Effective no later than immediately prior to the Effective Time and except as otherwise agreed by the Parties or as required by applicable Law, (i) the applicable member of the Autoliv Group or the Veoneer Group shall have taken such actions as are necessary to ensure that each Veoneer Group Employee is employed by a member of the Veoneer Group as of the Effective Time, and (ii) the applicable member of the Autoliv Group or the Veoneer Group shall have taken such actions as are necessary to ensure that each individual who is an Autoliv Group Employee is employed by a member of the Autoliv Group as of the Effective Time. Each of the Parties agreed to execute, and to seek to have the applicable Employees execute, such documentation, if any, as may be necessary to reflect such assignment and/or transfer.

(b)    At-Will Status. Nothing in this Agreement shall create any obligation on the part of any member of the Autoliv Group or any member of the Veoneer Group to (i) continue the employment of any Employee or permit the return of any Employee from a leave of absence for any period after the date of this Agreement (except as required by applicable Law) or (ii) change the employment status of any Employee from “at-will,” to the extent that such Employee is an “at-will” employee under applicable Law.

(c)    Non-Termination of Employment; Severance.

(i)    The Parties acknowledge and agree that any Autoliv Group Employee or Veoneer Group Employee shall not be deemed either to have terminated employment, incurred a separation from service or severance from employment, or to be in retirement status under any

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Benefit Plan solely as a result of the Distribution and the assignment, transfer, or continuation of the employment of Employees as contemplated by this Section 3.01, except as required by applicable Law or as otherwise agreed between the Parties. Except to the extent required by applicable Law, any Autoliv Group Employee or Veoneer Group Employee shall not, solely as a result of the Distribution or related transactions, be eligible to receive payment of, or exercise any portability rights in respect of, such Employee’s vested benefit or retirement allowance under any Benefit Plan.

(ii)    Notwithstanding Section 2.01 or anything to the contrary contained in any business transfer agreement entered into between a member of the Autoliv Group and a member of the Veoneer Group, Autoliv (or a member of the Autoliv Group designated by Autoliv) shall retain (or assume or reimburse to the extent necessary), and agrees to faithfully perform, discharge, and fulfill any Liabilities in respect of any severance payments or benefits that become payable pursuant to applicable Law to any Veoneer Group Employee as a result of the transfer of such Veoneer Group Employee to a member of the Veoneer Group as contemplated by Section 3.01(a).

(d)    No Change of Control or Change in Control. The Parties acknowledge and agree that neither the consummation of the Distribution nor any transaction contemplated by this Agreement, the Distribution Agreement, or any other Ancillary Agreement shall be deemed a “change of control,” “change in control,” or term of similar import for purposes of any Benefit Plan sponsored or maintained by any member of the Autoliv Group or member of the Veoneer Group, except as required by applicable Law.

(e)    U.S. Payroll and Related Taxes. With respect to any Veoneer Group Employee or group of Veoneer Group Employees located in the United States, the Parties shall, or shall cause their respective Subsidiaries to, (i) treat Veoneer (or the applicable member of the Veoneer Group) as a “successor employer” and Autoliv (or the applicable member of the Autoliv Group) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”), (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Effective Time with respect to each such Veoneer Group Employee for the tax year during which the Effective Time occurs, and (iii) use commercially reasonable efforts to implement the alternate procedure described in Section 5 of Revenue Procedure 2004-53; provided, however, that, to the extent that Veoneer (or the applicable member of the Veoneer Group) cannot be treated as a “successor employer” to Autoliv (or the applicable member of the Autoliv Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any Veoneer Group Employee or group of Veoneer Group Employees, (A) with respect to the portion of the tax year commencing on January 1, 2018 and ending on the Distribution Date, Autoliv shall (x) be responsible for all payroll obligations, tax withholding, and reporting obligations for such Veoneer Group Employees and (y) furnish a Form W-2 or similar earnings statement to all such Veoneer Group Employees for such period, and (B) with respect to the remaining portion of such tax year, Veoneer shall (x) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding such Veoneer Group Employees and (y) furnish a Form W-2 or similar earnings statement to all such Veoneer Group Employees.

ARTICLE IV

EQUITY, CASH, AND EXECUTIVE COMPENSATION

Section 4.01    Generally. Each Autoliv Award granted that is outstanding as of immediately prior to the Effective Time shall be adjusted as described below. Before the Effective Time, the Veoneer Equity Plan shall be established, with such terms as are necessary to permit the implementation of the provisions of Section 4.02.

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Section 4.02    Equity Awards.

(a)    Stock Options. Each Autoliv Option that is outstanding immediately prior to the Effective Time, shall be converted as of the Effective Time into an Adjusted Autoliv Option and a Veoneer Option, and each such Adjusted Autoliv Option and Veoneer Option shall be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as were applicable to such Autoliv Option immediately prior to the Effective Time, except as otherwise provided herein;

(i)    the number of Autoliv Shares subject to such Adjusted Autoliv Options shall be equal to the product of fifty percent (50%) of the number of Autoliv Shares subject to the corresponding Autoliv Options immediately prior to the Effective Time multiplied by the Autoliv Conversion Ratio, rounded down to the nearest whole share;

(ii)    the number of Veoneer Shares subject to such Veoneer Options shall be equal to the product of fifty percent (50%) of the number of Autoliv Shares subject to the corresponding Autoliv Options immediately prior to the Effective Time multiplied by the Veoneer Conversion Ratio, rounded down to the nearest whole share;

(iii)    the per share exercise price of such Adjusted Autoliv Options shall be equal to the quotient of (1) the per share exercise price of the corresponding Autoliv Option immediately prior to the Effective Time divided by (2) the Autoliv Conversion Ratio, rounded up to the nearest full cent; and

(iv)    the per share exercise price of such Veoneer Options shall be equal to the quotient of (1) the per share exercise price of the corresponding Autoliv Option immediately prior to the Effective Time divided by (2) the Veoneer Conversion Ratio, rounded up to the nearest full cent.

Notwithstanding anything to the contrary in this Section 4.02(a), the exercise price, the number of Autoliv Shares and Veoneer Shares subject to each Adjusted Autoliv Option and Veoneer Option, respectively, and the terms and conditions of exercise of such options shall be determined in a manner consistent with the requirements of Section 409A and Section 424 of the Code, as applicable.

(b)    Restricted Stock Units. Each Autoliv Restricted Stock Unit that is outstanding immediately prior to the Effective Time shall be converted as of the Effective Time into an Adjusted Autoliv Restricted Stock Unit and a Veoneer Restricted Stock Unit, and each such Adjusted Autoliv Restricted Stock Unit and Veoneer Restricted Stock Unit shall be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such Autoliv Restricted Stock Unit immediately prior to the Effective Time, except as otherwise provided herein;

(i)    the number of Autoliv Shares subject to such Adjusted Autoliv Restricted Stock Units shall be equal to the product of fifty percent (50%) of the number of Autoliv Shares subject to the corresponding Autoliv Restricted Stock Units immediately prior to the Effective Time multiplied by the Autoliv Conversion Ratio, rounded down to the nearest whole share; and

(ii)    the number of Veoneer Shares subject to such Veoneer Restricted Stock Units shall be equal to the product of fifty percent (50%) of the number of Autoliv Shares subject to the corresponding Autoliv Restricted Stock Units immediately prior to the Effective Time multiplied by the Veoneer Conversion Ratio, rounded down to the nearest whole share.

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(c)    Performance Shares. Each Autoliv Performance Share that is outstanding immediately prior to the Effective Time shall be converted as of the Effective Time into an Adjusted Autoliv Restricted Stock Unit and a Veoneer Restricted Stock Unit, and each such Adjusted Autoliv Restricted Stock Unit and Veoneer Restricted Stock Unit shall be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such Autoliv Performance Shares immediately prior to the Effective Time, except as otherwise provided herein;

(i)    the number of Autoliv Shares subject to such Adjusted Autoliv Restricted Stock Units shall be equal to the product of (A) the product of fifty percent (50%) of the number of Autoliv Shares subject to the corresponding Autoliv Performance Shares immediately prior to the Effective Time, multiplied by the Autoliv Performance Share Conversion Factor for the respective Autoliv Performance Share program prior to the Effective Time, multiplied by (B) the Autoliv Conversion Ratio, rounded down to the nearest whole share; and

(ii)    the number of Veoneer Shares subject to such Veoneer Restricted Stock Units shall be equal to the product of (A) the product of fifty percent (50%) of the number of Autoliv Shares subject to the corresponding Autoliv Performance Shares immediately prior to the Effective Time, multiplied by (B) the Autoliv Performance Share Conversion Factor for the respective Performance Share program prior to the Effective Time, multiplied by (B) the Veoneer Conversion Ratio, rounded down to the nearest whole share.

(d)    Miscellaneous Award Terms.

(i)    Continued Service. With respect to Adjusted Autoliv Awards held by Veoneer Group Employees and Adjusted Veoneer Awards held by Autoliv Group Employees, employment or continued service as a director with the Veoneer Group and the Autoliv Group, respectively, shall be treated as employment or continued service as a director with Autoliv and Veoneer, respectively. In addition, neither the Distribution nor any employment transfer described in Section 3.01 shall constitute a termination of employment for any Employee for purposes of any Adjusted Autoliv Award or any Veoneer Award.

(ii)    Change in Control.

(A)    After the Effective Time, for any award adjusted under this Section 4.02, any reference to a “change in control,” “change of control,” or similar definition in an award agreement, employment agreement applicable to such award (1) with respect to Autoliv, shall be deemed to refer to a “change in control,” “change of control,” or similar definition as set forth in the applicable Autoliv Equity Plan , and (2) with respect to Veoneer, shall be deemed to refer to a “Change in Control” as defined in the Veoneer Equity Plan;

(B)    After the Effective Time, with respect to any Adjusted Autoliv Restricted Stock Units and Veoneer Restricted Stock Units, upon the occurrence of a “change in control,” “change of control,” or similar definition of Autoliv, (1) Adjusted Autoliv Restricted Stock Units shall vest in accordance with the change-in-control provisions of the Autoliv Equity Plan, regardless of whether such awards are held by an Autoliv Group Employee or Veoneer Group Employee, and (2) Veoneer Restricted Stock Units held by an Autoliv Group Employee shall vest in accordance with the change-in-control provisions of the Autoliv Equity Plan; and

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(C)    upon the occurrence of a “change in control,” “change of control,” or similar definition of Veoneer, (1) Veoneer Restricted Stock Units shall vest in accordance with the change-in-control provisions of the Veoneer Equity Plan, regardless of whether such awards are held by an Autoliv Group Employee or Veoneer Group Employee, and (2) Adjusted Autoliv Restricted Stock Units held by a Veoneer Group Employee shall vest in accordance with the change-in-control provisions of the Autoliv Equity Plan.

(e)    Settlement; Tax Reporting; and Withholding.

(i)    Except as otherwise provided in this Section 4.02(e), after the Effective Time, stock-settled Adjusted Autoliv Awards, regardless of by whom held, shall be settled by Autoliv, and stock-settled Veoneer Awards, regardless of by whom held, shall be settled by Veoneer.

(ii)    Upon the vesting or settlement of any Adjusted Autoliv Awards and any Veoneer Awards, Veoneer shall be solely responsible for ensuring the satisfaction of all applicable tax withholding requirements on behalf of each Veoneer Group Employee and Former Veoneer Group Employees. Upon the vesting or settlement of any Adjusted Autoliv Awards and any Veoneer Awards, Autoliv shall be solely responsible for ensuring the satisfaction of all applicable tax withholding requirements on behalf of each Autoliv Group Employee and Former Autoliv Group Employees. Following the Effective Time, Autoliv shall be responsible for all income tax reporting in respect of Adjusted Autoliv Awards held by Autoliv Group Employees and Former Autoliv Group Employees, and Veoneer shall be responsible for all income tax reporting in respect of Adjusted Autoliv Awards and Veoneer Awards held by Veoneer Group Employees and Former Veoneer Group Employees, except as may be modified pursuant to Section 3.01(e).

(iii)    Following the Effective Time, if any stock-settled Adjusted Autoliv Award or Veoneer Award shall fail to become vested, such Adjusted Autoliv Award or Veoneer Award shall be forfeited to Autoliv or Veoneer, respectively.

(f)    Cooperation. Each of the Parties shall establish an appropriate administration system to administer, in an orderly manner, (i) exercises of vested Adjusted Autoliv Options and Veoneer Options, (ii) the vesting and forfeiture of unvested Adjusted Autoliv Awards and Veoneer Awards, and (iii) the withholding and reporting requirements with respect to all awards. Each of the Parties shall work together to unify and consolidate all indicative data and payroll and employment information on regular timetables and make certain that each applicable Person’s data and records in respect of such awards are correct and updated on a timely basis. The foregoing shall include employment status and information required for vesting and forfeiture of awards and tax withholding/remittance, compliance with trading windows, and compliance with the requirements of the Exchange Act and other applicable Laws. Without limiting the foregoing provisions of this Section 4.02(f), each Party agrees that each such Party shall, during the three-year period commencing on the Distribution Date engage the same stock plan administrator as its third-party administrator for Autoliv Awards, in the case of Autoliv, and Veoneer Awards, in the case of Veoneer.

(g)    Registration and Other Regulatory Requirements. Veoneer agrees to file a Form S-8 registration statement with respect to, and to cause to be registered pursuant to the Securities Act, the Veoneer Shares authorized for issuance under the Veoneer Equity Plan, as required pursuant to the Securities Act, before the date of issuance of any Veoneer Shares pursuant to the Veoneer Equity Plan.

(h)    Equity Awards in Certain Jurisdictions. Notwithstanding the foregoing provisions of this Section 4.02, the Parties may mutually agree, in their sole discretion, not to adjust certain outstanding Autoliv Awards pursuant to the foregoing provisions of this Section 4.02 where those actions would

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create or trigger adverse legal, accounting, or tax consequences for Autoliv, Veoneer, and/or the affected award holder, including, without limitation, outstanding Autoliv Options that are intended to qualify as incentive stock options under Section 422 of the Code. In such circumstances, Autoliv and/or Veoneer may take any action necessary or advisable to prevent any such adverse legal, accounting, or tax consequences, including agreeing that the outstanding Autoliv Awards of the affected award holders shall terminate in accordance with the terms of the Autoliv Equity Plan and the underlying award agreements, in which case Veoneer or Autoliv, as applicable, shall equitably compensate the affected award holders in an alternate manner determined by Veoneer or Autoliv, as applicable, in its sole discretion, or agreeing that an alternate adjustment method should be applied, in each case provided such alternate manner of equitable compensation or alternate adjustment method, as applicable, does not itself result in adverse legal, accounting, or tax consequences for Autoliv, Veoneer, and/or the affected award holder. Where and to the extent required by applicable Law or tax considerations, the adjustments described in this Section 4.02(h) shall be (i) deemed to have been effectuated immediately prior to the Distribution Date, (ii) deemed approved by the Autoliv Compensation Committee, and (iii) incorporated by reference herein as if fully set forth herein and shall be binding on the Parties and their respective Affiliates.

Section 4.03    Short-Term Incentive Plans.

(a)    Establishment of Veoneer Short-Term Incentive Plans. Veoneer shall, or shall cause other members of the Veoneer Group to, establish the Veoneer Short-Term Incentive Plans. The Veoneer Short-Term Incentive Plans shall govern incentives earned for performance periods commencing after the Distribution Date. In no event shall any Veoneer Group Employee or Former Veoneer Group Employee be entitled to any payments under the Autoliv Short-Term Incentive Plan for any period after the Distribution Date.

(b)    Fiscal Year 2018 Annual Bonus. Effective as of the Effective Time, the Liability in respect of bonus awards allocable to Veoneer Group Employees and Former Veoneer Group Employees under any Autoliv Short-Term Incentive Plan in respect of the 2018 fiscal year shall be assumed by the Veoneer Group based on the accrual for such Employees as of immediately prior to the Effective Time. Upon the determination of the actual amount of the bonuses for the Veoneer Group Employees and Former Veoneer Group Employees by Autoliv following the Effective Time, Veoneer shall pay the amounts awarded to the Veoneer Group Employees and Former Veoneer Group Employees.

(c)    Allocation of Liabilities. Except as otherwise provided in this Agreement, (i) the Autoliv Group shall be solely responsible for funding, paying, and discharging all obligations relating to any annual incentive bonus awards under any Autoliv Short-Term Incentive Plan with respect to payments earned before, as of, or after the Effective Time to Autoliv Group Employees or Former Autoliv Group Employees, and no member of the Veoneer Group shall have any obligations with respect thereto; and (ii) the Veoneer Group shall be solely responsible for funding, paying, and discharging all obligations relating to any annual incentive bonus awards under any Veoneer Short-Term Incentive Plan with respect to payments made after the Effective Time to Veoneer Group Employees or Former Veoneer Group Employees, and no member of the Autoliv Group shall have any obligations with respect thereto.

Section 4.04    Director Compensation.

(a)    Establishment of Veoneer Non-Employee Director Compensation Policy. Prior to the Effective Time, Veoneer shall establish the Veoneer non-employee director compensation policy.

(b)    Allocation of Directors’ Compensation. Autoliv shall be responsible for the payment of any fees for service on the Autoliv Board that are earned at, before, or after the Effective Time, and Veoneer shall not have any responsibility for any such payments. With respect to any Veoneer non-

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employee director, Veoneer shall be responsible for the payment of any fees for service on the Veoneer Board that are earned at any time after the Effective Time and Autoliv shall not have any responsibility for any such payments. Notwithstanding the foregoing, Veoneer shall commence paying quarterly cash retainers to Veoneer non-employee directors in respect of the quarter in which the Effective Time occurs; provided that (i) if Autoliv has already paid such quarter’s cash retainers to Autoliv non-employee directors prior to the Effective Time, then within thirty (30) business days after the end of the fiscal quarter in which the Distribution Date occurs, Veoneer shall pay Autoliv an amount equal to the portion of such payment that is attributable to Transferred Directors’ service to Veoneer after the Distribution Date, and (ii) if Autoliv has not yet paid such quarter’s cash retainers to Autoliv non-employee directors prior to the Effective Time, then within thirty (30) business days after the end of the fiscal quarter in which the Distribution Date occurs, Autoliv shall pay Veoneer an amount equal to the portion of such payment that is attributable to Transferred Directors’ service to Autoliv on and prior to the Distribution Date. The Parties recognize and agree that any Autoliv Awards held by a Veoneer non-employee director or a Transferred Director shall be adjusted under Section 4.02.

ARTICLE V

U.S. RETIREMENT PLANS

Section 5.01    Autoliv U.S. Pension Plans.

(a)    Retention of Plan. As of the Effective Time, the Autoliv Group shall retain (or assume to the extent necessary) sponsorship of each Autoliv U.S. Pension Plan, and, from and after the Effective Time, all Assets and Liabilities thereunder shall be Assets and Liabilities of the Autoliv Group.

(b)    Treatment of Veoneer Group Employees. As of the Effective Time, Veoneer Group Employees shall be ineligible to accrue benefits under the Autoliv U.S. Pension Plans. Veoneer Group Employees shall be treated as vested terminated employees from the Defined Benefit Plan. Veoneer Group Employees shall be treated as vested employees under the Excess Pension Plan; the date of separation shall be determined by the date of separation from Veoneer.

Section 5.02     Veoneer U.S. Savings Plan.

(a)    Establishment of Veoneer U.S. Savings Plan. Before the Effective Time, Veoneer shall establish the Veoneer U.S. Savings Plan, and the Veoneer U.S. Savings Plan Trust, effective as of the Effective Time. Before the Effective Time, Veoneer shall provide Autoliv with (i) a copy of the Veoneer U.S. Savings Plan and Veoneer U.S. Savings Plan Trust and (ii) a copy of certified resolutions of the Veoneer Board (or its authorized committee or other delegate) evidencing adoption of the Veoneer U.S. Savings Plan and the Veoneer U.S. Savings Plan Trust and the assumption by the Veoneer U.S. Savings Plan of the Liabilities described in Section 5.02(b) effective as of the Effective Time.

(b)    Transfer of Account Balances. As soon as administratively feasible, Autoliv shall cause the trustee of the Autoliv U.S. Savings Plan to transfer from the Autoliv U.S. Savings Plan Trust to the Veoneer U.S. Savings Plan Trust the account balances of the Veoneer Group Employees under the Autoliv U.S. Savings Plan, determined as of the date of the transfer. Such transfers shall be made in kind, including promissory notes evidencing the transfer of outstanding loans. Any Asset and Liability transfers pursuant to this Section 5.02(b) shall comply in all respects with Sections 414(1) and 411(d)(6) of the Code.

(c)    Employer Contributions. Veoneer shall be responsible for making any such matching contributions and retirement income contributions to the Veoneer U.S. Savings Plan.

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(d)    Veoneer U.S. Savings Plan Provisions. The Veoneer U.S. Savings Plan shall provide that:

(i)    Veoneer Group Employees shall (A) be eligible to participate in the Veoneer U.S. Savings Plan as of the Effective Time to the extent that they were eligible to participate in the Autoliv U.S. Savings Plan as of immediately prior to the Effective Time, and (B) receive credit for all service credited for that purpose under the Autoliv U.S. Savings Plan as of immediately prior to the Distribution as if that service had been rendered to Veoneer; and

(ii)    the account balance of each Veoneer Group Employee under the Autoliv U.S. Savings Plan as of the date of the transfer of Assets from the Autoliv U.S. Savings Plan (including any outstanding promissory notes) shall be credited to such individual’s account balance under the Veoneer U.S. Savings Plan.

(e)    Autoliv U.S. Savings Plan After Effective Time. From and after the Effective Time, (i) the Autoliv U.S. Savings Plan shall continue to be responsible for Liabilities in respect of Autoliv Group Employees and Former Employees with accounts under such plans, and (ii) no Veoneer Group Employees shall accrue any benefits under the Autoliv U.S. Savings Plan. Without limiting the generality of the foregoing, Veoneer Group Employees shall cease to be participants in the Autoliv U.S. Savings Plan effective as of the Effective Time.

(f)    No Loss of Unvested Benefits; No Distributions. No Veoneer Group Employee shall be entitled to a distribution of his or her benefit under the Autoliv U.S. Savings Plan or Veoneer U.S. Savings Plan as a result of such transfer of employment to the Veoneer Group.

Section 5.03    Autoliv U.S. Savings Plan.

(a)    Retention of Plan. As of the Effective Time, the Autoliv Group shall retain sponsorship of the Autoliv U.S. Savings Plan, and, from and after the Effective Time, all Assets and Liabilities thereunder shall be the Assets and Liabilities of the Autoliv Group.

Section 5.04     Veoneer Non-Qualified Retirement Plan.

(a)    Establishment of the Veoneer Non-Qualified Retirement Plan. Before the Effective Time, Veoneer shall establish the Veoneer Non-Qualified Retirement Plan.

(b)    Assumption of Liabilities from Autoliv. As of the Effective Time, Veoneer shall, and shall cause the Veoneer Non-Qualified Retirement Plan to, assume all Liabilities under the Autoliv Non-Qualified Retirement Plan of Veoneer Group Employees that relate to deferrals following the Effective Time, determined as of the Effective Time, and the Autoliv Group and the Autoliv Non-Qualified Retirement Plan shall be relieved of all such Liabilities. Autoliv shall retain all Liabilities under the Autoliv Non-Qualified Retirement Plan for Autoliv Group Employees and Former Employees and all Liabilities under the Autoliv Non-Qualified Retirement Plan for Autoliv Group Employees that relate to deferrals prior to or as of the Distribution Date. As soon as administratively feasible following the Effective Time, Autoliv shall cause the trustee holding Autoliv Non-Qualified Retirement Plan assets to transfer the assets funding the account balances of the Veoneer Group Employees under the Autoliv Non-Qualified Retirement Plan determined as the date of transfer, to the trustee of the Veoneer Non-Qualified Retirement Plan Trust. Veoneer Group Employees shall cease to participate in the Autoliv Non-Qualified Retirement Plan. The deferral elections in effect for the Veoneer Group Employees under the Autoliv Non-Qualified Retirement Plan as of the Effective Time shall continue to apply under the Veoneer Non-Qualified Retirement Plan immediately after the Effective Time without interruption through December 31, 2018.

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Section 5.05    Nonqualified Plan Participation; Distributions. The Parties acknowledge that none of the transactions contemplated by this Agreement, the Distribution Agreement, or any other Ancillary Agreement shall trigger a payment or distribution of compensation under any of the Autoliv Nonqualified Plans or Veoneer Non-Qualified Retirement Plan for any participant and, consequently, that the payment or distribution of any compensation to which such participant is entitled under any of the Autoliv Nonqualified Plans or Veoneer Non-Qualified Retirement Plan shall occur upon such participant’s separation from service from the Veoneer Group or at such other time as provided in the applicable Veoneer Non-Qualified Retirement Plan or participant’s deferral election.

ARTICLE VI

U.S. WELFARE BENEFIT PLANS

Section 6.01    Welfare Plans.

(a)    Multi-Employer Health Plan. Autoliv, ASP. Inc. Welfare Benefit Plan shall act as a multi-employer health plan from July 1, 2018 through December 31, 2018. Actual claims and administrative costs from providers shall be captured and assigned to Veoneer. Costs are that are not billed per employee, but are instead fee-based per service, shall be prorated based on a percentage of head-count for Veoneer US, Inc. vs. Autoliv ASP, Inc. each month.

(b)    Establishment of Veoneer U.S. Welfare Plans. As of January 1, 2019, Veoneer shall, or shall cause the applicable member of the Veoneer Group to, establish the Veoneer U.S. Welfare Plans.

(c)    Waiver of Conditions; Benefit Maximums. Veoneer shall use commercially reasonable efforts to cause the Veoneer U.S. Welfare Plans and any Welfare Plans that provide leave benefits, as applicable, to:

(i)    with respect to initial enrollment as of January 1, 2019, waive (A) all limitations as to preexisting conditions, exclusions, and service conditions with respect to participation and coverage requirements applicable to any Veoneer Group Employee or Former Veoneer Group Employee who are U.S. Employees, or any covered dependents thereof, other than limitations that were in effect with respect to such Veoneer Group Employee, Former Veoneer Group Employee, or covered dependent under the applicable Autoliv U.S. Welfare Plan as of immediately prior to January 1, 2019 (or, if earlier, the date on which the applicable Welfare Plan is established), and (B) any waiting period limitation or evidence of insurability requirement applicable to such Veoneer Group Employee, Former Veoneer Group Employee, or any covered dependents thereof, other than limitations or requirements that were in effect with respect to such Veoneer Group Employee, Former Veoneer Group Employee, or covered dependent under the applicable Autoliv U.S. Welfare Plans as of immediately prior to January 1, 2019 (or, if earlier, the date on which the applicable Welfare Plan is established); and

(ii)    take into account with respect to aggregate annual, lifetime, or similar maximum benefits available under the Veoneer U.S. Welfare Plans, such Veoneer Group Employee’s, Former Veoneer Group Employee’s, or any covered dependents’ prior claim experience under the Autoliv U.S. Welfare Plans and any Benefit Plan that provides leave benefits.

(d)    Flexible Spending Accounts. The Parties shall use commercially reasonable efforts to ensure that any health or dependent care flexible spending accounts of Veoneer Group Employees who are U.S. Employees (whether positive or negative) (the “Transferred FSA Balances”) under Autoliv U.S. Welfare Plans that are health or dependent care flexible spending account plans are transferred, as soon as practicable after January 1, 2019 (or, if earlier, the date on which the corresponding Veoneer U.S.

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Welfare Plans are established), from the Autoliv U.S. Welfare Plans to the corresponding Veoneer U.S. Welfare Plans. As soon as practicable after January 1, 2019 (calculated as of January 1, 2019), and in any event within thirty (30) days after the amount of the Transferred FSA Balances is determined or such later date as mutually agreed upon by the Parties, Veoneer shall pay Autoliv the net aggregate amount of the Transferred FSA Balances (calculated as of January 1, 2019), if such amount is positive, and Autoliv shall pay Veoneer the net aggregate amount of the Transferred FSA Balances (calculated as of January 1, 2019), if such amount is negative.

(e)    Allocation of Welfare Assets and Liabilities. Except as otherwise specifically provided herein, the Autoliv Group shall retain all Liabilities relating to Incurred Claims under the Autoliv U.S. Welfare Plans, and shall also retain Assets (including, without limitation, Medicare reimbursements, pharmaceutical rebates, and similar items) associated with such Incurred Claims. The Veoneer Group shall be responsible for all Liabilities relating to Incurred Claims under any Veoneer U.S. Welfare Plan and shall also retain Assets (including, without limitation, Medicare reimbursements, pharmaceutical rebates, and similar items) associated with such Incurred Claims.

(f)    Determination of Veoneer Group Employees. For purposes of this Section 6.01, it is contemplated that some or all of the Veoneer U.S. Welfare Plans or Benefit Plans providing leave benefits may be established prior to the Effective Time. In such event, all references to “Veoneer Group Employees” in this Section 6.01 shall mean and refer to individuals employed by a member of the Veoneer Group as of immediately prior to the date of establishment of such plan.

Section 6.02    Veoneer U.S. Retiree Medical Plan.

(a)    Establishment of the Veoneer U.S. Retiree Medical Plan. Before the Effective Time, Veoneer shall establish the Veoneer U.S. Retiree Medical Plan.

(b)    Assumption of Liabilities from Autoliv. As of the Effective Time (or, if earlier, the date on which the Veoneer U.S. Retiree Medical Plan is established), Veoneer shall, and shall cause the Veoneer U.S. Retiree Medical Plan to, assume all retiree medical Liabilities under the Autoliv Retiree Welfare Plan of the (no unions in US) Veoneer Group Employees and Former Veoneer Group Employees, determined as of immediately prior to the Effective Time (or, if earlier, the date on which the Veoneer U.S. Retiree Medical Plan is established), and the Autoliv Group and the Autoliv Retiree Welfare Plan shall be relieved of all such Liabilities. Autoliv shall retain all Liabilities under the Autoliv Retiree Welfare Plan for Autoliv Group Employees and Former Autoliv Group Employees. From and after the Effective Time (or, if earlier, the date on which the Veoneer U.S. Retiree Medical Plan is established), Veoneer Group Employees and Former Veoneer Group Employees shall cease to participate in the Autoliv Retiree Welfare Plan.

Section 6.03    COBRA.

The Autoliv Group shall continue to be responsible for complying with, and providing coverage pursuant to, the health care continuation requirements of COBRA and the corresponding provisions of the Autoliv U.S. Welfare Plans with respect to any Autoliv Group Employee and any Former Autoliv Group Employee who is a U.S. Employee (and his or her covered dependents) who incur a qualifying event under COBRA before, as of, or after the January 1, 2019. Effective as of January 1, 2019, the Veoneer Group shall assume responsibility for complying with, and providing coverage pursuant to, the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the Veoneer U.S. Welfare Plans with respect to any Veoneer Group Employee or Former Veoneer Group Employee who is a U.S. Employee (and his or her covered dependents) who incurs a qualifying event or loss of coverage under the Veoneer U.S. Welfare Plans

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before, as of, or after the January 1, 2019. The Parties agree that the consummation of the transactions contemplated by the Distribution Agreement shall not constitute a COBRA qualifying event for any purpose of COBRA.

Section 6.04    Vacation, Holidays and Leaves of Absence.    Effective as of no later than the Effective Time, the Veoneer Group shall assume all Liabilities of the Autoliv Group with respect to vacation, holiday, annual leave, or other leave of absence, and required payments related thereto, for each Veoneer Group Employee who is a U.S. Employee. The Autoliv Group shall retain all Liabilities with respect to vacation, holiday, annual leave or other leave of absence, and required payments related thereto, for each Autoliv Group Employee who is a U.S. Employee.

Section 6.05    Severance and Unemployment Compensation. Except as otherwise provided in Section 3.01(c), effective as of the Effective Time, the Veoneer Group shall assume any and all Liabilities to, or relating to, Veoneer Group Employees and Former Veoneer Group Employees in respect of severance and unemployment compensation, regardless of whether the event giving rise to the Liability occurred before, at, or after the Effective Time. The Autoliv Group shall be responsible for any and all Liabilities to, or relating to, Autoliv Group Employees and Former Autoliv Group Employees in respect of severance and unemployment compensation, regardless of whether the event giving rise to the Liability occurred before, at or after the Effective Time.

Section 6.06     Workers’ Compensation. With respect to claims for workers’ compensation in the U.S., (a) the Veoneer Group shall be responsible for claims in respect of Veoneer Group Employees and Former Veoneer Group Employees, whether occurring before, at, or after the Effective Time, and (b) the Autoliv Group shall be responsible for all claims in respect of Autoliv Group Employees and Former Autoliv Group Employees, whether occurring before, at, or after the Effective Time.

Section 6.07    Insurance Contracts. To the extent that any Autoliv Welfare Plan is funded through the purchase of an insurance contract or is subject to any stop-loss contract, the Parties shall cooperate and use their commercially reasonable efforts to replicate such insurance contracts for Veoneer (except to the extent that changes are required under applicable state insurance Laws or filings by the respective insurers) and to maintain any pricing discounts or other preferential terms for both Autoliv and Veoneer for a reasonable term. Neither Party shall be liable for failure to obtain such insurance contracts, pricing discounts, or other preferential terms for the other Party. Each Party shall be responsible for any additional premiums, charges, or administrative fees that such Party may incur pursuant to this Section 6.07.

Section 6.08    Third-Party Vendors. Except as provided below, to the extent that any Autoliv Welfare Plan is administered by a third-party vendor, the Parties shall cooperate and use their commercially reasonable efforts to replicate any contract with such third-party vendor for Veoneer and to maintain any pricing discounts or other preferential terms for both Autoliv and Veoneer for a reasonable term. Neither Party shall be liable for failure to obtain such pricing discounts or other preferential terms for the other Party. Each Party shall be responsible for any additional premiums, charges, or administrative fees that such Party may incur pursuant to this Section 6.08.

ARTICLE VII

NON-U.S. EMPLOYEES AND BENEFIT PLANS

Section 7.01     Non-U.S. Employees. Unless otherwise agreed by the Parties, Veoneer Group Employees and Former Veoneer Group Employees who are Non-U.S. Employees or who otherwise are subject to non-U.S. Law and their related benefits and Liabilities shall be treated in the same manner as the Veoneer Group Employees and Former Veoneer Group Employees, respectively, who are U.S.

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Employees and who are not subject to non-U.S. Law. Notwithstanding anything to the contrary in this Agreement, all actions taken with respect to Non-U.S. Employees or U.S. Employees working in non-U.S. jurisdictions shall be subject to and accomplished in accordance with applicable Law and the custom of the applicable jurisdictions.

Section 7.02    Veoneer Non-U.S. Pension Plans.

(a)    As of the Effective Time, the Veoneer Group shall retain (or establish or assume to the extent necessary) sponsorship of the Veoneer Non-U.S. Pension Plans, and, from and after the Effective Time, all Assets and Liabilities thereunder shall be the Assets and Liabilities of the Veoneer Group.

(i)    Previously separated entities of Veoneer Canada and Veoneer France each have separate formerly established pension plans and the Liabilities associated with each of such plans has been assumed by the respective entities as of the Restructuring Date.

(ii)    Each of Veoneer Japan, Veoneer South Korea and Veoneer India established a new pension plan for participation by employees of the respective entity, effective on or about the Restructuring Date, and the Liabilities associated with each of these plans for Veoneer Group Employees has been assumed by the Veoneer Group as of the Restructuring Date.

(iii)    Veoneer Germany maintains a Pension Promise Plan for the benefit one (1) active Veoneer Group Employee and the Liabilities associated with this plan has been assumed by the Veoneer Group as of the Restructuring Date.

Section 7.03    Veoneer Non-U.S. Welfare Plans. As of the Effective Time, the Veoneer Group shall retain (or establish or assume to the extent necessary) sponsorship of the Veoneer Non-U.S. Welfare Plans, and, from and after the Effective Time, all Assets and Liabilities thereunder shall be the Assets and Liabilities of the Veoneer Group.

Section 7.04    Autoliv Non-U.S. Pension Plans. As of the Effective Time, the Autoliv Group shall retain (or establish or assume to the extent necessary) sponsorship of the Autoliv Non-U.S. Pension Plans, and, from and after the Effective Time, all Assets and Liabilities thereunder shall be the Assets and Liabilities of the Autoliv Group.

Section 7.05    Autoliv Non-U.S. Welfare Plans. As of the Effective Time, the Autoliv Group shall retain (or establish or assume to the extent necessary) sponsorship of the Autoliv Non-U.S. Welfare Plans, and, from and after the Effective Time, all Assets and Liabilities thereunder shall be the Assets and Liabilities of the Autoliv Group.

ARTICLE VIII

MISCELLANEOUS

Section 8.01    Employee Records.

(a)    Sharing of Information. Subject to any limitations imposed by applicable Law, Autoliv and Veoneer (acting directly or through members of the Autoliv Group or the Veoneer Group, respectively) shall provide to the other Party and their respective authorized agents and vendors all information necessary for the Parties to perform their respective duties under this Agreement.

(b)    Transfer of Personnel Records and Authorization. Subject to any limitation imposed by applicable Law and to the extent that it has not done so before the Effective Time, each Party shall transfer to the other Party any and all employment records as necessary for each Party to carry out its obligations under this Agreement.

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(c)    Access to Records. To the extent not inconsistent with this Agreement, the Distribution Agreement, or any applicable privacy protection Laws or regulations, reasonable access to Employee-related records after the Effective Time shall be provided to members of the Autoliv Group and members of the Veoneer Group pursuant to the terms and conditions of Article VI of the Distribution Agreement.

(d)    Maintenance of Records. With respect to retaining, destroying, transferring, sharing, copying, and permitting access to all Employee-related information, Autoliv and Veoneer shall comply with all applicable Laws, regulations, and internal policies, and shall indemnify and hold harmless each other from and against any and all Liability, claims, actions, and damages that arise from a failure (by the indemnifying Party or its Subsidiaries or their respective agents) to so comply with all applicable Laws, regulations, and internal policies applicable to such information.

(e)    Cooperation. Each Party shall use commercially reasonable efforts to cooperate and work together to unify, consolidate, and share (to the extent permissible under applicable privacy/data protection laws) all relevant documents, resolutions, government filings, data, payroll, employment, and benefit plan information on regular timetables and cooperate as needed with respect to (i) any litigation with respect to any employee benefit plan, policy, or arrangement contemplated by this Agreement, (ii) efforts to seek a determination letter, private letter ruling, or advisory opinion from the IRS, U.S. Department of Labor, or ruling from any other Governmental Authority on behalf of any employee benefit plan, policy, or arrangement contemplated by this Agreement, and (iii) any filings that are required to be made or supplemented to the IRS, U.S. Pension Benefit Guaranty Corporation, U.S. Department of Labor, or any other Governmental Authority; provided, however, that requests for cooperation must be reasonable and not interfere with daily business operations.

(f)    Confidentiality. Notwithstanding anything to the contrary in this Agreement, all confidential records and data relating to Employees to be shared or transferred pursuant to this Agreement shall be subject to Section 6.9 of the Distribution Agreement and the requirements of applicable Law.

(g)    Compensation for Providing Information. The Party requesting information under this Section 8.01 agrees to reimburse the other Party for the reasonable costs, if any, of gathering, copying, transporting, and otherwise complying with the request with respect to such information (including any reasonable costs and expenses incurred in any review of information for purposes of protecting the Privileged Information of the providing Party or in connection with the restoration of backup media for purposes of providing the requested information).

Section 8.02    Preservation of Rights to Amend. The rights of each member of the Autoliv Group and each member of the Veoneer Group to amend, waive, or terminate any plan, arrangement, agreement, program, or policy referred to herein shall not be limited in any way by this Agreement.

Section 8.03    Fiduciary Matters. Autoliv and Veoneer each acknowledge that actions required to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable Law, and no Party shall be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof based upon its good faith determination (as supported by advice from counsel experienced in such matters) that to do so would violate such a fiduciary duty or standard. Each Party shall be responsible for taking such actions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify the other Party for any Liabilities caused by the failure to satisfy any such responsibility.

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Section 8.04    Further Assurances. Each Party hereto shall take, or cause to be taken, any and all reasonable actions, including the execution, acknowledgment, filing, and delivery of any and all documents and instruments that any other Party hereto may reasonably request in order to effect the intent and purpose of this Agreement and the transactions contemplated hereby.

Section 8.05    Counterparts; Entire Agreement; Corporate Power.

(a)    This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.

(b)    This Agreement and the exhibits, annexes and schedules hereto and thereto, contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the Parties with respect to such subject matter other than those set forth or referred to herein or therein.

(c)    Autoliv represents on behalf of itself and each other member of the Autoliv Group, and Veoneer represents on behalf of itself and each other member of the Veoneer Group, as follows:

(i)    each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and

(ii)    this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms hereof.

(d)    Each Party acknowledges that it and each other Party may execute this Agreement by facsimile, stamp or mechanical signature. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature made in its respective name as if it were a manual signature, agrees that it shall not assert that any such signature is not adequate to bind such Party to the same extent as if it were signed manually and agrees that at the reasonable request of any other Party at any time it shall as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof).

Section 8.06    Governing Law.    This Agreement (and any claims or Disputes arising out of or related hereto or to the transactions contemplated in this Agreement or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware, irrespective of the choice of laws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies.

Section 8.07    Assignability.    This Agreement shall be binding upon and inure to the benefit of the other Party or the other parties hereto and thereto, respectively, and their respective successors and permitted assigns; provided, however, that no Party or other party thereto may assign its respective rights or delegate its respective obligations under this Agreement without the express prior written consent of the other Party or other parties thereto, as applicable. Notwithstanding the foregoing, no such consent shall be required for the assignment of a party’s rights and obligations under this Agreement in whole in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. Nothing herein is intended to, or shall be construed to, prohibit either Party or any member of its Group from being party to or undertaking a change of control.

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Section 8.08    Third-Party Beneficiaries. Except for the indemnification rights under this Agreement of any Autoliv Indemnified Party or Veoneer Indemnified Party in their respective capacities as such, (a) the provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person (including, without limitation, any shareholders of Autoliv or shareholders of Veoneer) except the Parties hereto any rights or remedies hereunder, and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third Person (including, without limitation, any shareholders of Autoliv or shareholders of Veoneer) with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

Section 8.09    Notices.    All notices, requests, claims, demands, or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon acknowledgment of receipt) by delivery in person, by overnight courier service, or registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 8.09):

(i) if to Autoliv, to:

Autoliv, Inc.

1320 Pacific Drive

Auburn Hills, Michigan 48326

Attention: General Counsel

(ii) if to Veoneer, to:

Veoneer, Inc.

26545 American Drive

Southfield, Michigan 48034

Attention: General Counsel

A Party may, by notice to the other Party, change the address to which such notices are to be given.

Section 8.10    Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

Section 8.11    Force Majeure. No Party shall be deemed in default of this Agreement for any delay or failure to fulfill any obligation, other than a delay or failure to make a payment, so long as and to the extent to which any delay or failure in the fulfillment of such obligation is prevented, frustrated, hindered, or delayed as a consequence of circumstances of Force Majeure. In the event of any such

29

excused delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition, and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement as soon as reasonably practicable.

Section 8.12    Headings. The article, section, and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 8.13    Survival of Covenants. Except as expressly set forth in this Agreement, the covenants, representations, and warranties contained in this Agreement, and Liability for the breach of any obligations contained herein, shall survive the Distribution and shall remain in full force and effect in accordance with their terms.

Section 8.14    Waivers of Default. Waiver by a Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power, or privilege.

Section 8.15    Dispute Resolution. The dispute resolution procedures set forth in Article IV of the Distribution Agreement shall apply to any dispute, controversy or claim arising out of or relating to this Agreement.

Section 8.16    Data Privacy.. The Parties agree that any applicable data privacy Laws and any other obligations of the Autoliv Group or Veoneer Group to maintain the confidentiality of any employee information or information held by any Benefit Plan in accordance with applicable Law shall govern the disclosure of employee information among the Parties under this Agreement. The Parties agree to use commercially reasonable efforts to have in place appropriate technical and organizational security measures to protect the personal data of Employees.

Section 8.17    Specific Performance.    Subject to Article IV of the Distribution Agreement, in the event of any actual or threatened default in, or breach of, any of the terms, conditions, and provisions of this Agreement, the Party who is, or is to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief (on an interim or permanent basis) in respect of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties.

Section 8.18    Amendment.    No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it sought to enforce such waiver, amendment, supplement or modification is sought to be enforced; provided, at any time prior to the Effective Time, the terms and conditions of this Agreement, including terms relating to the Distribution, may be amended, modified or abandoned by and in the sole and absolute discretion of the Autoliv Board without the approval of any Person, including Veoneer or Autoliv.

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Section 8.19    Construction.    This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction or strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have conducted such investigations they thought appropriate, and have consulted with such advisors as they deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or their preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.

Section 8.20     Exclusivity of Tax Matters Agreement. Notwithstanding any other provision of this Agreement (other than Sections 3.01(e) and 4.02(e)), the Tax Matters Agreement shall exclusively govern all matters related to Taxes (including allocations thereof) addressed therein.

Section 8.21     Limitations of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER VEONEER NOR ITS AFFILIATES, ON THE ONE HAND, NOR AUTOLIV NOR ITS AFFILIATES, ON THE OTHER HAND, SHALL BE LIABLE UNDER THIS AGREEMENT TO THE OTHER FOR ANY INCIDENTAL CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER ARISING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (OTHER THAN ANY SUCH LIABILITY WITH RESPECT TO INDEMNIFICATION OF SUCH DAMAGES PAID BY AN INDEMNITEE IN RESPECT OF A THIRD PARTY CLAIM).

[Signature page to follow.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

AUTOLIV, INC.

By:

Name:

Its:

VEONEER, INC.

By:

Name:

Its:

Signature Page – Employee Matters Agreement

EX-10.2

Exhibit 10.2

FORM OF TAX MATTERS AGREEMENT

BY AND BETWEEN

AUTOLIV, INC.

AND

VEONEER, INC.

DATED AS OF                     , 2018

TABLE OF CONTENTS

		Page
SECTION 1	Definitions of Terms		2
1.1	Definitions		2
1.2	Interpretation		6
SECTION 2	Allocation of Tax Liabilities and Tax Benefits		7
2.1	Liability for and the Payment of Taxes		7
2.2	Allocation Rules		8
SECTION 3	Preparation and Filing of Tax Returns		9
3.1	Joint Returns		9
3.2	Separate Returns		11
3.3	Special Rules Relating to the Preparation of Tax Returns		11
3.4	Reliance on Exchanged Information		12
3.5	Allocation of Tax Items		12
SECTION 4	Tax Payments		13
4.1	Payment of Taxes to Tax Authority		13
4.2	Indemnification Payments		13
4.3	Initial Determinations and Subsequent Adjustments		14
4.4	Interest on Late Payments		15
4.5	Payments by or to Other Group Members		15
4.6	Procedural Matters		15
4.7	Tax Consequences of Payments		15
SECTION 5	Assistance and Cooperation		16
5.1	Cooperation		16
5.2	Supplemental Tax Opinions		16
SECTION 6	Tax Records		16
6.1	Retention of Tax Records		16
6.2	Access to Tax Records		16
SECTION 7	Tax Contests		17
7.1	Notices		17
7.2	Control of Tax Contests		17
7.3	Cooperation		18
SECTION 8	Restriction on Certain Actions of Autoliv and Veoneer		18
8.1	General Restrictions		18
8.2	Restricted Actions Relating to Tax Materials		18
8.3	Certain Veoneer Actions Following the Effective Time		18
SECTION 9	General Provisions		19
9.1	Limitation of Liability		19

i

TABLE OF CONTENTS

		Page
9.2	Entire Agreement		19
9.3	Governing Law		19
9.4	Termination		19
9.5	Notices		20
9.6	Counterparts		20
9.7	Binding Effect; Assignment		20
9.8	No Third Party Beneficiaries		20
9.9	Severability		20
9.10	Failure or Indulgence Not Waiver; Remedies Cumulative		21
9.11	Amendments		21
9.12	Authority		21
9.13	Construction		21
9.14	Interpretation		21
9.15	Predecessors or Successors		21
9.16	Change in Law		22
9.17	Disputes		22
9.18	Conflict		22

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TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of _________, 2018 (the “Effective Time”), by and between Autoliv, Inc., a Delaware corporation (“Autoliv”), and Veoneer, Inc., a Delaware corporation (“Veoneer”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of this Agreement.

RECITALS:

WHEREAS, Veoneer is a wholly owned Subsidiary of Autoliv;

WHEREAS, the Board of Directors of Autoliv has determined that it would be appropriate and desirable for Autoliv to separate the Veoneer Group from the Autoliv Group, as contemplated by the Distribution Agreement (the “Separation”);

WHEREAS, in preparation for the Separation, Autoliv and Veoneer entered into a Master Transfer Agreement, effective as of April 1, 2018 (the “Master Transfer Agreement”), pursuant to which Autoliv caused its subsidiaries to engage in several transactions, including (a) the transfer of certain operating assets, cash, a promissory note, and the shares in certain subsidiaries from Autoliv AB, a Swedish private limited company (“AHO”), to Veoneer AB, a Swedish corporation (“Veoneer Holding”), followed by the distribution of the shares in Veoneer Holding from AHO to Autoliv Holding AB, a Swedish private limited company (“ALV Holding”), in what is intended to qualify as a “reorganization” described under Sections 368(a)(1)(D) and 355 of the Code (the “Swedish Reorganization”); (b) the distribution of the shares in Veoneer Holding from ALV Holding to Autoliv in what is intended to qualify as a tax-free distribution under Section 355 of the Code (the “Swedish Distribution”); (c) the transfer of certain operating assets from Autoliv Japan Ltd., a Japanese limited company (“ALV Japan”), to Veoneer Japan Ltd., a Japanese limited company (“Veoneer Japan”), followed by the distribution of shares in Veoneer Japan to Autoliv Holding, Inc., a Delaware corporation (“USH”) in what is intended to qualify as a “reorganization” described under Sections 368(a)(1)(D) and 355 of the Code (the “Japanese Reorganization”); (d) the distribution of the shares in Veoneer Japan from USH to Autoliv in what is intended to qualify as a tax-free distribution under Section 355 of the Code (the “Japanese Distribution”); and (e) the transfer of certain operating assets, cash, stock in a U.S. corporation, and interests in certain partnerships from Autoliv ASP, Inc., an Indiana corporation (“ALV ASP”), to Veoneer US, Inc., a Delaware corporation (“Veoneer US”), followed by a contribution of the shares in Veoneer US to Veoneer, and followed by the distribution of the shares in Veoneer from ALV ASP to Autoliv in what is intended to qualify as a “reorganization” described under Sections 368(a)(1)(D) and 355 of the Code (the “US Reorganization,” and together with the Swedish Reorganization, the Swedish Distribution, the Japanese Reorganization, and the Japanese Distribution, the “Internal Reorganization Transactions”);

WHEREAS, the Board of Directors of Autoliv has previously approved the contribution by Autoliv of all of the shares in Veoneer Holding, and Veoneer Japan along with cash to Veoneer in a transaction that occurred on April 1, 2018 (the “Contribution”), in what is intended to qualify, together with the Distribution, as a “reorganization” described under Sections 368(a)(1)(D) and 355 of the Code; and

WHEREAS, the Board of Directors of Veoneer has also previously approved the Contribution;

WHEREAS, following the Internal Reorganization Transactions, the Board of Directors of Autoliv and the Board of Directors of Veoneer has determined that, in connection with the Separation, it would be appropriate and desirable for Autoliv to distribute its entire interest in the stock of Veoneer on a pro rata basis to holders of Autoliv common stock (the “Distribution”) in what is intended to qualify, together with the Contribution, as a “reorganization” described under Sections 368(a)(1)(D) and 355 of the Code;

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WHEREAS, the parties set forth in the Distribution Agreement the principal arrangements between them regarding the separation of the Veoneer Group from the Autoliv Group; and

WHEREAS, the parties desire to provide for and agree upon the allocation between the parties of Taxes and Tax Items arising prior to, as a result of, and subsequent to the Distribution, and provide for and agree upon other matters relating to Taxes.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

SECTION 1

Definitions of Terms

1.1 Definitions. For purposes of this Agreement (including the recitals hereof), the following terms have the following meanings:

“2018 Joint Federal Return” means Autoliv’s U.S. federal consolidated income Tax Return for the Tax Year that begins on January 1, 2018, and ends on December 31, 2018.

“Affiliate” means with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person. It is expressly agreed that, from and after the Effective Time, (a) no member of the Autoliv Group shall be deemed an Affiliate of any member of the Veoneer Group, and (b) no member of the Veoneer Group shall be deemed an Affiliate of any member of the Autoliv Group.

“Ancillary Agreement” has the meaning set forth in the Distribution Agreement.

“Autoliv Business” has the meaning set forth in the Master Transfer Agreement.

“Cash Distribution” has the meaning set forth in the definition of Repatriation Taxes in this Section 1.

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, or any successor law.

“Control” means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of securities or partnership, membership, limited liability company, or other ownership interests, by contract or otherwise and the terms “Controlling” and “Controlled” have meanings correlative to the foregoing.

“Distribution Agreement” means the Distribution Agreement entered into as of the date hereof between Autoliv and Veoneer.

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“Distribution Date” means the date on which the Distribution is effected pursuant to the Distribution Agreement.

“Due Date” has the meaning set forth in Section 4.4.

“Autoliv Group” has the meaning set forth in the Master Transfer Agreement.

“Group” means the Autoliv Group or the Veoneer Group, as the context requires.

“Income Tax” or “Income Taxes” means any federal, state, local, or foreign Tax measured by or imposed on net income, including withholding taxes, together with any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Information” has the meaning set forth for such term in the Distribution Agreement.

“IRS” means the United States Internal Revenue Service.

“Joint Return” means any Tax Return for any Tax Year that includes Tax Items of both the Passive Safety Business and the Electronics Business determined without regard to Tax Items carried forward to such Tax Year.

“Losses” means any and all damages, losses, deficiencies, liabilities, obligations, Taxes, penalties, judgments, settlements, claims, payments, fines, interest, costs, and expenses (including, without limitation, the fees and expenses of any and all actions and demands, assessments, judgments, settlements, and compromises relating thereto and the costs and expenses of attorneys’, accountants’, consultants’, and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder), including direct and consequential damages.

“Non-Income Tax” or “Non-Income Taxes” means all Taxes other than Income Taxes.

“Non-Preparer” means, in the case of any Joint Return or Separate Return, the party that is not responsible for the preparation and filing of such Joint Return or Separate Return, as applicable, pursuant to Section 3.1(a) or 3.2.

“Non-Preparer Party Item” has the meaning set forth in Section 7.2(b).

“Payment Date” means (a) with respect to any U.S. federal income tax return, the due date for any required installment of estimated taxes determined under Code Section 6655, the due date (determined without regard to extensions) for filing the return determined under Code Section 6072, and the date the return is filed, and (b) with respect to any other Tax Return, the corresponding dates determined under the applicable Tax Law.

“Person” means any individual, general or limited partnership, corporation, business trust, joint venture, association, company, limited liability company, unincorporated organization, a limited liability entity, any other entity or any governmental entity (or any department, agency or political subdivision thereof).

“Pre-Spin Billed Amount” has the meaning set forth in Section 4.2(c)(i).

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“Preparer” means, in the case of any Joint Return or Separate Return, the party that is responsible for the preparation and filing of the Joint Return or Separate Return, as applicable, pursuant to Section 3.1(a) or 3.2.

“Redetermination Event” has the meaning set forth in Section 4.3.

“Requesting Party” has the meaning set forth in Section 5.2.

“Repatriation Taxes” means any Income Taxes (other than Separation Taxes) imposed under Section 965.

“Restructuring Taxes” means any Taxes (other than Separation Taxes) that are related to or arise in connection with the transfer, at or prior to the Effective Time, of assets and liabilities (a) related to the Electronics Business from members of Autoliv Group on one hand to members of Veoneer Group on the other hand; and (b) related to the Passive Safety Business from members of the Veoneer Group on one hand to members of Autoliv Group on the other hand.

“Separate Return” means any Tax Return that (a) is required to be filed by or with respect to any member of either Group and (b) is not a Joint Return (including, for the avoidance of doubt, Tax Returns of foreign Subsidiaries of Autoliv or Veoneer which are not Joint Returns).

“Separation Taxes” means any Taxes resulting from (a) the failure of any of the Internal Reorganization Transactions to qualify as a transaction described in Sections 355 and/or 368(a)(l)(D) of the Code, (b) the failure of the Contribution together with the Distribution to qualify as a transaction described in Sections 355 and 368(a)(l)(D) of the Code, (iii) the application of Section 355(d), Section 355(e), or Section 355(f) of the Code to the Distribution.

“Separation Transactions” means the transactions described in Article II of the Distribution Agreement.

“Veoneer Group” means (a) with respect to any Tax Year (or portion thereof) ending on or before the Distribution Date, Veoneer and each other Subsidiary of Autoliv that is a Subsidiary of Veoneer at the Effective Time; and (b) with respect to any Tax Year (or portion thereof) that begins after the Distribution Date, Veoneer and each Subsidiary of Veoneer (but only while such Subsidiary is a Subsidiary of Veoneer).

“Stub Period” means the period beginning on _________, 2018, and ending on December 31, 2018.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which such Person (a) beneficially owns or controls, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities of such Person, (ii) the total combined equity interests or (iii) the capital or profit interests, in the case of a partnership, or (b) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body.

“Supplemental Tax Opinion” means, with respect to a specified action, an opinion (other than the Tax Opinion) from Tax Counsel to the effect that (a) such action should not preclude the Swedish Reorganization from qualifying as a reorganization described under Sections 368(a)(1)(D) and 355 of the Code, (b) such action should not preclude the Swedish Distribution from qualifying as tax-free under Section 355 of the Code, (c) such action should not preclude the Japanese Reorganization from qualifying

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as a reorganization described under Sections 368(a)(1)(D) and 355 of the Code, (d) such action should not preclude the Japanese Distribution from qualifying as tax-free under Section 355 of the Code, (e) such action should not preclude the US Reorganization from qualifying as a reorganization described under Sections 368(a)(1)(D) and 355 of the Code, (f) such action will not preclude the Contribution and the Distribution together from qualifying as a reorganization described under Sections 368(a)(1)(D) and 355 of the Code, and (g) such action will not otherwise increase the amount of Tax imposed on the Separation Transactions. No opinion relied upon by Veoneer to satisfy the requirements of Section 8.3 shall be considered a “Supplemental Tax Opinion” unless such opinion is, in addition to the requirements above, an unqualified “will” opinion (in the case of the Distribution) or an unqualified “should” opinion (in the case of the Internal Reorganization Transactions) reasonably satisfactory to Autoliv, which opinion may rely upon, and may assume the accuracy of, any customary representations, reasonably satisfactory to Autoliv, contained in an officer’s certificate delivered by an officer of Autoliv or Veoneer to Tax Counsel.

“Tax” or “Taxes” means all forms of taxation imposed by any governmental entity or political subdivision, agency, commission, or authority thereof, whenever created or imposed, and whether of the United States or foreign jurisdiction, and whether imposed by a local, municipal, state, national, federal, or other body, and without limiting the foregoing, shall include any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers compensation, unemployment, disability, property, ad valorem, stamp, medical device excise, other excise, severance, occupation, service, sales, use, license, lease, transfer, recording, import, export, value added, alternative minimum, estimated, or other similar tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax), together with any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Tax Authority” means, with respect to any Tax, the governmental entity or political subdivision, agency, commission or authority thereof that imposes such Tax, or that is charged with the assessment, determination or collection of such Tax for such entity or subdivision.

“Tax Benefit” means any credits, refunds, or other reduction of Taxes paid or currently payable as a result of a credit or offset or the Tax effect of any item of loss, deduction or credit or any other item (including increases in Tax basis).

“Tax Contest” means an audit, review, examination, or any other administrative or judicial proceeding with the purpose or effect of examining, determining or re-determining Taxes of any member of either Group (including any administrative or judicial review of any claim for refund).

“Tax Counsel” means (a) with respect to the Tax Opinion delivered to Autoliv with respect to the Distribution, Alston & Bird, LLP, (b) with respect to the Tax Opinion delivered to Autoliv with respect to the Internal Reorganization Transactions, Alston & Bird, LLP, or (c) with respect to a Supplemental Tax Opinion delivered to Autoliv or to Veoneer, a nationally recognized law firm or accounting firm reasonably acceptable to Autoliv to provide such Supplemental Tax Opinion.

“Tax Item” means, with respect to any Tax, any item of income, gain, loss, deduction, credit, or other attribute that may have the effect of increasing or decreasing any Tax.

“Tax Law” means the law of any governmental entity or political subdivision thereof, and any controlling judicial or administrative interpretations of such law, relating to any Tax.

“Tax Materials” means (a) the representation letters delivered to Tax Counsel in connection with the delivery of the Tax Opinion or a Supplemental Tax Opinion, and (b) any other materials delivered or deliverable by Autoliv, Veoneer, and others in connection with the rendering by Tax Counsel of the Tax Opinions or a Supplemental Tax Opinion.

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“Tax Opinion” means the opinion to be delivered by Tax Counsel to Autoliv in connection with the Internal Reorganization Transactions to the effect that (a) the Internal Reorganization Transactions should qualify as reorganizations described under Sections 368(a)(1)(D) and 355 of the Code, and (b) the Contribution and the Distribution together should qualify as a reorganization described under Sections 368(a)(1)(D) and 355 of the Code.

“Tax Records” means Tax Return, Tax Return work papers, documentation relating to any Tax Contests, and any other books of account or records required to be maintained under applicable Tax Laws (including but not limited to Section 6001 of the Code) or under any record retention agreement with any Tax Authority.

“Tax Return” means any report of Taxes due (including estimated Taxes), any claims for refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration, election, notice, or other document required to be filed (by paper, electronically, or otherwise) under any applicable Tax Law (whether or not a payment is required to be made in connection with such filing), including any attachments, exhibits, schedules, appendices, or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

“Tax Year” means with respect to any Tax, the year, or shorter period, if applicable, for which the Tax is reported as provided under applicable Tax Law.

“Treasury Regulations” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Year.

“Veoneer Business” has the meaning set forth in the Master Transfer Agreement.

1.2 Interpretation. In this Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” “herewith” and words of similar import, and the terms “Agreement” shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules, Exhibits, Annexes and Appendices hereto and thereto) and not to any particular provision of this Agreement; (c) Article, Section, Exhibit, Schedule and Appendix references are to the Articles, Sections, Exhibits, Schedules and Appendices to this Agreement unless otherwise specified; (d) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) the word “or” shall not be exclusive; (f) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” and words of similar import shall all be references to the date first stated in the preamble to this Agreement, regardless of any amendment or restatement hereof; (g) unless otherwise provided, all references to “$” or “dollars” are to United States dollars; and (h) references to the performance, discharge or fulfillment of any Liability in accordance with its terms shall have meaning only to the extent such Liability has terms, and if the Liability does not have terms, the reference shall mean performance, discharge or fulfillment of such Liability.

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SECTION 2

Allocation of Tax Liabilities and Tax Benefits

2.1 Liability for and the Payment of Taxes. Except as provided in Section 3.1(b) (Provision of Information and Assistance), Section 3.2(c) (Provision of Information), and Section 7 (Tax Contests), and in accordance with Section 4, the parties’ liabilities for Taxes and payment obligations with respect to utilized Tax Benefits shall be as set forth in Sections 2.1(a) and 2.1(b) below.

(a) Autoliv Liabilities and Payments. For any Tax Year (or portion thereof):

(i) Autoliv shall be liable for the Taxes (determined without regard to Tax Benefits) allocated to Autoliv pursuant to Section 2.2(a) or Section 2.2(c) reduced by any Tax Benefits that Autoliv is permitted to utilize under the rules set forth in Section 2.1(c) that are allowable under applicable Tax Law.

(ii) Autoliv shall pay Veoneer for any Tax Benefits arising in any Tax Year, including as a result of a Tax Contest, that are allocated to Veoneer pursuant to Section 2.2(b) but that are utilized by Autoliv to reduce Taxes for which it is liable.

(b) Veoneer Liabilities and Payments. For any Tax Year (or portion thereof):

(i) Veoneer shall be liable for the Taxes (determined without regard to Tax Benefits) allocated to Veoneer pursuant to Section 2.2(a) or Section 2.2(c) reduced by any Tax Benefits that Veoneer is permitted to utilize under the rules set forth in Section 2.1(c) that are allowable under applicable Tax Law.

(ii) Veoneer shall pay Autoliv for any Tax Benefits arising in any Tax Year, including as a result of a Tax Contest, that are allocated to Autoliv pursuant to Section 2.2(b) but that are utilized by Veoneer to reduce Taxes for which it is liable.

(c) Rules for Utilization of Tax Benefits. For purpose of this Section 2, the parties’ rights to utilize Tax Benefits under Sections 2.1(a) and 2.1(b) shall be determined in accordance with the following rules:

(i) In general, the party to whom Tax Benefits are allocated pursuant to Section 2.2(b) shall be entitled to utilize such Tax Benefits to reduce Taxes for which such party is liable pursuant to Section 2.1(a)(i) or Section 2.1(b)(1).

(ii) Payment for Tax Benefits described in Section 2.1(a)(ii) shall be made only when and to the extent that the utilization of such Tax Benefit does not reduce the Tax Benefits otherwise utilizable by Autoliv or the Autoliv Group during the applicable Tax Year, and payment for Tax Benefits described in Section 2.1(b)(ii) shall be made only when and to the extent that the utilization of such Tax Benefit does not reduce the Tax Benefits otherwise utilizable by Veoneer or the Veoneer Group during the applicable Tax Year.

(d) Deemed Utilization of Tax Benefits. Notwithstanding anything else to the contrary in this Agreement, to the extent that any action taken after the Effective Time by any member of the Veoneer Group (other than the ordinary conduct of the Electronics Business consistent with past practice prior to the Distribution) directly causes any Tax Benefit that is allocated to Autoliv pursuant to Section 2.2(b) to be reduced, Veoneer shall be deemed to have utilized Tax Benefits allocated to Autoliv

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to reduce Taxes for which Veoneer is liable for the Stub Period and shall be required to make a payment to Autoliv pursuant to Section 2.1(c)(ii) with respect to such Tax Benefits. For the avoidance of doubt, any such payment shall not be subject to the limitation in the last sentence of Section 4.3.

2.2 Allocation Rules. For purposes of Section 2.1:

(a) Taxes. Except as otherwise provided in this Section 2.2,

(i) Taxes, including any Repatriation Taxes, for any Tax Year ending on or before March 31, 2018, and Restructuring Taxes shall be allocated solely to Autoliv and the Autoliv Group;

(ii) Income Taxes for any Tax Year that includes but does not end on March 31, 2018, shall be allocated to

(A) Autoliv or the Autoliv Group to the extent attributable to (1) the taxable income of the Autoliv Group or the Veoneer Group earned prior to April 1, 2018, and (2) the separate taxable income (calculated in accordance with Treasury Regulations Section 1.1552-1(a)(1) and in accordance with past practices) attributable to or arising from the members of the Autoliv Group (including, for the avoidance of doubt, the members of the Autoliv Group that are treated as disregarded entities for U.S. federal income tax purposes) between April 1, 2018, and December 31, 2018; and

(B) Veoneer or the Veoneer Group to the extent attributable to the separate taxable income (calculated in accordance with Treasury Regulations Section 1.1552-1(a)(1) and in accordance with past practices) attributable to or arising from the members of the Veoneer Group (including, for the avoidance of doubt, the members of the Veoneer Group that are treated as disregarded entities for U.S. federal income tax purposes) between April 1, 2018, and December 31, 2018.

(iii) Non-Income Taxes for any Tax Year that includes but does not end on March 31, 2018, shall be allocated to

(A) Autoliv or the Autoliv Group to the extent attributable to (1) the portion of the year starting on January 1, 2018, and ending on March 31, 2018, and (2) the assets of the Passive Safety Business that contribute to such Non-Income Taxes for the portion of the year starting on April 1, 2018, and ending on December 31, 2018; and

(B) Veoneer or the Veoneer Group to the extent attributable to the assets of the Electronics Business that contribute to such Non-Income Taxes for the portion of the year starting on April 1, 2018, and ending on December 31, 2018.

In the event that any Non-Income Tax is not attributable to any items of the Electronics Business or the Passive Safety Business (e.g., capital taxes imposed based on the authorized stock), such Non-Income Taxes shall be allocated to Autoliv or the Autoliv Group.

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(iv) Special Rule. For purposes of applying this Section 2.2, any Taxes imposed on payments from a member of one Group to a member of the other Group shall be treated as attributable entirely to the payee, except that Taxes in the nature of sales, value added, or other transaction-based Taxes shall be treated as attributable entirely to the payer.

(b) Tax Benefits shall be allocated between Veoneer and Autoliv under the same rules that apply to Taxes; provided, however, that any Tax Benefit related to or arising in connection with Autoliv Electronics SAS, a French simplified joint-stock company leaving the French consolidated group shall be dealt with exclusively under the terms of that certain Tax Consolidation Exit Agreement executed as of April 1, 2018.

(c) Separation Taxes. Separation Taxes will be allocated as follows:

(i) Separation Taxes Allocable to Autoliv. Separation Taxes shall be allocated to Autoliv to the extent that such Separation Taxes result primarily from one or more of the following:

(A) from an action or failure to act by the Autoliv Group that causes Section 355(e) of the Code to apply to either the Internal Reorganization Transactions or the Distribution or that causes Section 355(f) of the Code to apply to the Internal Reorganization Transactions; or

(B) taking any of the actions prohibited in (or failing to take any of the actions required by) Section 8.1 or 8.2.

(ii) Separation Taxes Allocable to Veoneer. Separation Taxes shall be allocated to Veoneer to the extent that such Separation Taxes result primarily from Veoneer’s taking any of the actions prohibited in (or failing to take any of the actions required by) Section 8.1, 8.2, or 8.3.

(iii) Joint Responsibility for Separation Taxes. Any Separation Taxes not allocated under Section 2.2(c)(i) or Section 2.2(c)(ii) shall be allocated 80% to Autoliv and 20% to Veoneer.

SECTION 3

Preparation and Filing of Tax Returns

3.1 Joint Returns.

(a) Preparation of Joint Returns. In general, Autoliv shall be responsible for preparing and timely filing all Joint Returns. Notwithstanding the previous sentence, with respect to tax years ending on or before December 31, 2018, (i) Autoliv shall be responsible for (A) preparing all IRS Forms 5471 required to be filed with respect to any foreign Subsidiaries of Autoliv and (B) timely filing all IRS Forms 5471 required to be filed with respect to any foreign Subsidiaries of Autoliv (other than foreign Subsidiaries of Veoneer) and (ii) Veoneer shall be responsible for timely filing all IRS Forms 5471 required to be filed with respect to any foreign Subsidiaries of Veoneer.

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(b) Provision of Information and Assistance.

(i) Information with Respect to Joint Returns. The Non-Preparer shall provide the Preparer with all information in its possession necessary for the Preparer to properly and timely file all Joint Returns for which such Preparer is responsible pursuant to Section 3.1(a). The Non-Preparer shall provide such information no later than 30 days prior to the extended due date of such Joint Return. If the Non-Preparer fails to provide such information within the time period provided in this Section 3.1(b)(i) and in the form reasonably requested by the Preparer to permit the timely filing of any Joint Return for which the Preparer is responsible pursuant to Section 3.1(a), then notwithstanding any other provision of this Agreement, the Non-Preparer shall be liable for, and shall indemnify and hold harmless each member of the Preparer’s Group from and against, any penalties, interest, or other payment obligation assessed against any member of either Group by reason of a failure to file such return by its due date (including applicable extensions). If the Non-Preparer provides information within the time period provided in this Section 3.1(b)(i) in the form reasonably requested by the Preparer to permit the timely filing of a Joint Return for which such Preparer is responsible pursuant to Section 3.1(a) or if the Preparer does not request any such information, then notwithstanding any other provision of this Agreement, the Preparer shall be liable for, and shall indemnify and hold harmless each member of the Non-Preparer’s Group from and against, any penalties, interest, or other payments assessed against any member of either Group by reason of a failure to file such return by its due date (including applicable extensions).

(ii) Information with Respect to Estimated Payments and Extension Payments. The Non-Preparer shall provide the Preparer with all information relating to members of the Non-Preparer’s Group that the Preparer needs to determine the amount of Taxes due on any Payment Date with respect to a Joint Return for which such Preparer is responsible pursuant to Section 3.1(a). The Non-Preparer shall provide such information no later than 30 days before such Payment Date. In the event that the Non-Preparer fails to provide information within the time period provided in this Section 3.1(b)(ii) in the form reasonably requested by the Preparer to permit the timely payment of such Taxes, the indemnification principles of Section 3.1(b)(i) shall apply with respect to any penalties, interest, or other payments assessed against any member of either Group by reason of a failure to pay such Taxes by the Payment Date.

(iii) Assistance. At the request of the Preparer, the Non-Preparer shall take (at its own cost and expense) and shall cause the members of the Non-Preparer’s Group to take (at their own cost and expense), any reasonable action (e.g., filing a ruling request with the relevant Tax Authority or executing a power of attorney) that is reasonably necessary for the Preparer or any other member of the Preparer’s Group to prepare, file, amend, or take any other action with respect to a Joint Return for which the Preparer is responsible pursuant to Section 3.1(a). In the event that the Non-Preparer fails to take, or cause to be taken, any such requested action, the indemnification principles of Section 3.1(b)(i) shall apply with respect to any penalties, interest, or other payments assessed against any member of either Group by reason of a failure to take any such requested action.

(iv) Information with Respect to Liability for Taxes. At the reasonable request of either Party, the Parties shall provide whatever documentation, schedules, workpapers, Tax Returns, etc. as may be reasonably required to substantiate a claim made by one Party against the other Party for Taxes or Tax Benefits pursuant to Section 2.1.

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3.2 Separate Returns.

(a) Tax Returns to be Prepared by Autoliv. Autoliv shall be responsible for preparing and timely filing all Separate Returns that include Tax Items of the Passive Safety Business (other than Separate Returns described in Section 3.2(b)) determined without regard to Tax Items carried forward to such Tax Year.

(b) Tax Returns to be Prepared by Veoneer. Veoneer shall be responsible for preparing and timely filing (i) any Separate Returns that are required to be filed with respect to any of its Subsidiaries prior to the Distribution, and (ii) all Separate Returns that include Tax Items of the Electronics Business determined without regard to Tax Items carried forward to such Tax Year.

(c) Provision of Information. Autoliv shall provide to Veoneer, and Veoneer shall provide to Autoliv, any information about members of the Autoliv Group or the Veoneer Group, respectively, that the party receiving such information reasonably needs to properly and timely file all Separate Returns pursuant to Section 3.2(a) or (b). Such information shall be provided within the time prescribed by Section 3.1(b) for the provision of information for Joint Returns. In the event that Autoliv or Veoneer fails to provide information within the time period provided in Section 3.1(b) and in the form reasonably requested by the other party to permit the timely filing of a Separate Return, the indemnification principles of Section 3.1(b)(i) shall apply with respect to any penalties, interest, or other payments assessed against any member of the Autoliv Group or the Veoneer Group by reason of a failure to file any such return by its due date (including applicable extensions).

3.3 Special Rules Relating to the Preparation of Tax Returns.

(a) General Rule. Except as otherwise provided in this Agreement, the Preparer shall have the exclusive right, in its reasonable discretion, with respect to such Tax Return to determine (i) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions, and principles of taxation to be used and the manner in which any Tax Item shall be reported, (ii) whether any extensions may be requested, (iii) whether an amended Tax Return shall be filed, (iv) whether any claims for refund shall be made, (v) whether any refunds shall be paid by way of refund or credited against any liability for the related Tax, and (vi) whether to retain outside firms to prepare or review such Tax Return. Notwithstanding the preceding sentence, if the Veoneer Group pays any Tax to a Tax Authority other than the IRS that may be claimed as a foreign Tax credit for U.S. federal income tax purposes in a Tax Return for which Autoliv is the party responsible for filing (or causing to be filed), Autoliv shall amend such Tax Returns and file such claims for credit or refund that Veoneer may reasonably request. In addition, the Preparer shall provide to the Non-Preparer for Non-Preparer’s review and comment pro forma Tax Returns reflecting the Non-Preparer’s share of Tax Items to be reflected on a Joint Return twenty (20) days prior to the due date of such Joint Return.

(b) Veoneer Tax Returns. With respect to any Separate Return for which Veoneer is responsible pursuant to Section 3.2(b):

(i) Veoneer may not take, and shall cause the members of the Veoneer Group not to take (including, without limitation, any such members formed after the date hereof in anticipation of the Distribution), any positions that it knows, or reasonably should know, would be inconsistent with past practices or positions taken by any member of the Autoliv Group; and

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(ii) Veoneer and other members of the Veoneer Group must (A) allocate Tax Items between such Separate Return for which Veoneer is responsible pursuant to Section 3.2(b) and any related Joint Return for which Autoliv is responsible pursuant to Section 3.1(a) that is filed with respect to the same Tax Year (or with respect to a Tax Year that includes the Tax Year for such Separate Return) in a manner that is consistent with the reporting of such Tax Items on the related Joint Return for which Autoliv is responsible pursuant to Section 3.1(a), and (B) make any applicable elections required under applicable Tax Law (including, without limitation, under Treasury Regulations Section 1.1502-76(b)(2)) necessary to effect such allocation.

(c) Election to File Consolidated, Combined, or Unitary Tax Returns. Autoliv shall have the reasonable discretion of filing any Tax Return on a consolidated, combined, or unitary basis, if such Tax Return would include at least one member of each Group and the filing of such Tax Return is elective under the relevant Tax Law.

(d) Carrybacks of Tax Benefits. Veoneer shall not carry back and utilize as a Tax Benefit in a Tax Year that begins on or before the Distribution Date any Tax Item arising in a Tax Year that begins after the Distribution Date, provided, that, if the carryback of such Tax Item is material and is required by applicable Tax Law (for example, pursuant to Section 904(c) of the Code), and if Autoliv would be the Preparer of any Tax Return (or Tax Returns) amended to include the carried-back Tax Item, Autoliv shall amend such Tax Return (or Tax Returns) and file such claims for credit or refund that Veoneer may reasonably request. Veoneer shall reimburse Autoliv for reasonable outside advisor fees incurred in connection with amending such Tax Return (or Tax Returns). With respect to any foreign Taxes claimed on any such amended Tax Return, Autoliv shall only elect the benefits of the foreign Tax credit under Section 901 of the Code and shall not elect to deduct such foreign Taxes.

(e) Withholding and Reporting. With respect to stock of Autoliv delivered to any Person, Autoliv and Veoneer shall cooperate (and shall cause their Affiliates to cooperate) so as to permit Autoliv to discharge any applicable Tax withholding and Tax reporting obligations, including the appointment of Veoneer or one or more of its Affiliates as the withholding and reporting agent if Autoliv or one or more of its Affiliates is not otherwise required or permitted to withhold and report under applicable Tax Law.

(f) Standard of Performance. Each party shall act reasonably and in good faith in preparing the Tax Returns for which it is responsible pursuant to this Section 3.

(g) IRS Forms 8858. In each case, the party responsible under applicable law for filing (or causing to be filed) IRS Form 8858 shall prepare and timely file such forms.

3.4 Reliance on Exchanged Information. If a member of the Veoneer Group supplies information to a member of the Autoliv Group or a member of the Autoliv Group supplies information to a member of the Veoneer Group and an officer of the requesting member intends to sign a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then a duly authorized officer of the member supplying such information shall certify, to the best of such officer’s knowledge, the accuracy and completeness of the information so supplied.

3.5 Allocation of Tax Items. Autoliv shall determine in accordance with applicable Tax Laws the allocation of any applicable Tax Items (e.g., net operating loss, net capital loss, investment Tax credit, foreign Tax credit, research and experimentation credit, charitable deduction, or credit related to alternative minimum Tax) as of the Effective Time among Autoliv, each other Autoliv Group member, Veoneer, and each other Veoneer Group member. Autoliv and Veoneer hereby agree that in the absence of controlling legal authority each such Tax Item shall be allocated as provided in Section 2.2. Autoliv shall provide reasonably timely updates of the allocation of Tax Items, as it finalizes its Tax Returns and as adjustments, if any, are subsequently made to such Tax Returns.

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SECTION 4

Tax Payments

4.1 Payment of Taxes to Tax Authority. Autoliv shall be responsible for remitting to the proper Tax Authority all Tax shown (including Taxes for which Veoneer is wholly or partially liable pursuant to Section 2) on any Tax Return for which it is responsible for the preparation and filing pursuant to Section 3.1(a) or Section 3.2(a), and Veoneer shall be responsible for remitting to the proper Tax Authority all Tax shown (including Taxes for which Autoliv is wholly or partially liable pursuant to Section 2) on any Tax Return for which it is responsible for the preparation and filing pursuant to Section 3.2(b).

4.2 Indemnification Payments.

(a) Tax Payments Made by the Autoliv Group. If any member of the Autoliv Group remits a payment to a Tax Authority for Taxes for which Veoneer is wholly or partially liable under this Agreement, Veoneer shall remit the amount for which it is liable pursuant to Section 2 to Autoliv within 30 days after receiving notification requesting such amount.

(b) Tax Payments Made by the Veoneer Group. If any member of the Veoneer Group remits a payment to a Tax Authority for Taxes for which Autoliv is wholly or partially liable under this Agreement, Autoliv shall remit the amount for which it is liable pursuant to Section 2 to Veoneer within 30 days after receiving notification requesting such amount.

(c) Credit for Prior Deemed Payments.

(i) For purposes of Section 4.2(a), the portion of any Taxes paid by Autoliv to a Tax Authority for which Veoneer is liable will be determined by assuming that Veoneer has previously paid in the aggregate any amounts that the members of the Veoneer Group paid to Autoliv prior to the Effective Time (adjusted, as appropriate and without duplication, for any additional payments made prior to the Effective Time with respect to any such Taxes as a result of any audit or Tax Contest that was finally concluded prior to the Effective Time with respect to any such Taxes) based on Autoliv’s calculation prior to the External Distribution of the portion of such Taxes that was allocable to members of the Veoneer Group (as so adjusted with respect to any such Taxes, such payments the “Pre-Spin Billed Amount”). For the avoidance of doubt, in the event that, after the application of the preceding sentence, Veoneer is required to make a payment to Autoliv under Section 4.2(a) with respect to Taxes relating to Tax Years or portions thereof ending on or prior to the Distribution Date (including, without limitation, as a result of the conclusion after the Distribution Date of a Tax Contest with respect to a Tax for which there was a Pre-Spin Billed Amount or as a result of a difference between Veoneer’s allocable share of the amount actually shown on the 2014 Joint Federal Return and the Pre-Spin Billed Amount with respect to the Taxes reported on the 2014 Joint Federal Return), no payment shall be made to account for any errors that were previously made in the calculation of the Pre-Spin Billed Amount. Autoliv’s obligation under this Agreement to provide information relating to the calculation of any Pre-Spin Billed Amount will be governed by Section 3.1(b)(iv).

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(ii) For purposes of Section 4.2(d)(i), the payments that Autoliv is required to make to Veoneer pursuant to Section 2.1(b)(ii) will be determined by assuming that Autoliv has previously paid Veoneer for any Tax Benefit to the extent that such Tax Benefit was previously taken into account by Autoliv for purposes of calculating a Pre-Spin Billed Amount.

(d) Payments for Tax Benefits.

(i) If a member of the Autoliv Group utilizes a Tax Benefit for which Veoneer is entitled to payment pursuant to clause (ii) of Section 2.1(b), Autoliv shall pay to Veoneer, within 15 business days following the utilization of such Tax Benefit, an amount equal to such Tax Benefit.

(ii) If a member of the Veoneer Group utilizes a Tax Benefit for which Autoliv is entitled to payment pursuant to clause (ii) of Section 2.1(a), Veoneer shall pay to Autoliv, within 15 business days following the utilization of such Tax Benefit, an amount equal to such Tax Benefit.

(iii) For purposes of this Agreement, a Tax Benefit will be considered utilized (A) in the case of a Tax Benefit that generates a Tax refund, at the time such Tax refund is received, and (B) in all other cases, at the time the Tax Return is filed with respect to such Tax Benefit or, if no Tax Return is filed, at the time the Tax would have been due in the absence of such Tax Benefit. The amount of such Tax Benefit will be the amount by which Taxes are actually reduced by such Tax Benefit (determined in accordance with the provisions of Section 2.1(c)).

(e) Withholding Taxes. If any member of the Veoneer Group determines that it is required under applicable Tax Law to withhold Taxes that are allocated to Autoliv under Section 2.2 in respect of any payment directly or indirectly made by such member of the Veoneer Group to a member of the Autoliv Group, Autoliv shall be deemed to have made payment of such Taxes to Veoneer for purposes of Section 4.2(b) to the extent of such withholdings. If any member of the Autoliv Group determines that it is required under applicable Tax Law to withhold Taxes that are allocated to Veoneer under Section 2.2 in respect of any payment directly or indirectly made by such member of the Autoliv Group to a member of the Veoneer Group, Veoneer shall be deemed to have made payment of such Taxes to Autoliv for purposes of Section 4.2(a) to the extent of such withholdings. For the avoidance of doubt, this Section 4.2(e) shall apply to any withholding taxes imposed on the Cash Distribution.

4.3 Initial Determinations and Subsequent Adjustments. The initial determination of the amount of any payment that one party is required to make to another under this Agreement shall be made on the basis of the Tax Return as filed, or, if the Tax to which the payment relates is not reported in a Tax Return, on the basis of the amount of Tax initially paid to the Tax Authority. The amounts paid under this Agreement will be re-determined, and additional payments relating to such redetermination will be made (subject to the last sentence of this Section 4.3), as appropriate, if as a result of an audit by a Tax Authority, an amended Tax Return, or for any other reason (a) additional Taxes to which such redetermination relates are subsequently paid, (b) a refund of such Taxes is received, (c) the party utilizing a Tax Benefit changes, or (d) the amount or character of any Tax Item is adjusted or re-determined. Each payment required by the immediately preceding sentence (a) as a result of a payment of additional Taxes will be due 30 days after the date on which the additional Taxes were paid or, if later, 15 days after the date of a request from the other party for the payment, (b) as a result of the receipt of a refund will be due 30 days after the refund was received, (c) as a result of a change in utilization of a Tax Benefit will be due 30 days after the date on which the final action resulting in such change is taken by a

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Tax Authority or either party or any of their Subsidiaries, or (d) as a result of an adjustment or redetermination of the amount or character of a Tax Item will be due thirty days after the date on which the final action resulting in such adjustment or redetermination is taken by a Tax Authority or either party or any of their Subsidiaries. If a payment is made as a result of an audit by a Tax Authority that does not conclude the matter, further adjusting payments will be made, as appropriate, to reflect the outcome of subsequent administrative or judicial proceedings. Notwithstanding anything else to the contrary in this Agreement, in any case in which amounts are re-determined pursuant to a particular event described in the second sentence of this Section 4.3 (a “Redetermination Event”), the parties will be obligated to make additional payments otherwise owed under this Section 4.3 only if the amount of additional payment resulting from such Redetermination Event exceeds $50,000.

4.4 Interest on Late Payments. Payments pursuant to this Agreement that are not made by the date prescribed in this Agreement or, if no such date is prescribed, within fifteen days after demand for payment is made (the “Due Date”) shall bear interest for the period from and including the date immediately following the Due Date through and including the date of payment at a per annum rate equal to the rate specified in Section 6.8 of the Distribution Agreement. Such interest will be payable at the same time as the payment to which it relates and shall be calculated on the basis of a year of 365 days and the actual number of days for which due.

4.5 Payments by or to Other Group Members. When appropriate under the circumstances to reflect the underlying liability for a Tax or entitlement to a Tax refund or Tax Benefit, a payment that is required to be made by or to Autoliv or Veoneer may be made by or to another member of the Autoliv Group or the Veoneer Group, as appropriate, but nothing in this Section 4.5 shall relieve Autoliv or Veoneer of its obligations under this Agreement.

4.6 Procedural Matters. Any written notice delivered to the indemnifying party in accordance with Section 9.5 shall show the amount due and owing together with a schedule calculating in reasonable detail such amount (and shall include any relevant Tax Return, statement, bill, or invoice related to such Taxes, costs, expenses, or other amounts due and owing). All payments required to be made by one party to the other party pursuant to this Section 4 shall be made by electronic, same day wire transfer. Payments shall be deemed made when received. If the indemnifying party fails to make a payment to the indemnified party within the time period set forth in this Section 4, the indemnifying party shall pay to the indemnified party, in addition to interest that accrues pursuant to Section 4.4, any costs or expenses, including any breakage costs, incurred by the indemnified party to secure such payment or to satisfy the indemnifying party’s portion of the obligation giving rise to the indemnification payment.

4.7 Tax Consequences of Payments. For all Tax purposes and to the extent permitted by applicable Tax Law, the parties hereto shall treat any payment made pursuant to this Agreement as a capital contribution or a distribution, as the case may be, immediately prior to the Distribution. Under no circumstances shall any payment (or portion thereof) made pursuant to this Agreement be grossed up to take into account any additional Taxes that may be owed by the recipient (or any of the members of its Group) as a result of such payment. In the event that a Tax Authority asserts that Autoliv’s or Veoneer’s treatment of a payment pursuant to this Agreement should be other than as required pursuant to this Section 4.7, Autoliv or Veoneer, as appropriate, shall use its reasonable best efforts to contest such assertion if the parties reasonably believe that the treatment described in this Section 4.7 is permitted by applicable Tax Law.

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SECTION 5

Assistance and Cooperation

5.1 Cooperation. In addition to the obligations enumerated in Sections 3.1(b) and 3.2(c), Autoliv and Veoneer will cooperate (and cause their respective Subsidiaries to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters, including provision of relevant documents and information in their possession and making available to each other, as reasonably requested and available, personnel (including officers, directors, employees and agents of the parties or their Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes.

5.2 Supplemental Tax Opinions. Each of the parties agrees that at the reasonable request of the other party (the “Requesting Party”), such party shall cooperate and use reasonable efforts to (and shall cause its Subsidiaries to cooperate and use reasonable efforts to) assist the Requesting Party in obtaining, as expeditiously as reasonably practicable, a Supplemental Tax Opinion from Tax Counsel. Within 30 days after receiving an invoice from the other party, the Requesting Party shall reimburse such party for all reasonable costs and expenses incurred by such party and the members of its Group in connection with assisting the Requesting Party in obtaining any Supplemental Tax Opinion.

SECTION 6

Tax Records

6.1 Retention of Tax Records. Each of Autoliv and Veoneer shall preserve, and shall cause their respective Subsidiaries to preserve, all Tax Records that are in their possession and that could affect the liability of any member of the other Group for Taxes for as long as the contents thereof may become material in the administration of any matter under applicable Tax Law but in any event until the later of (a) the expiration of any applicable statutes of limitation as extended, and (b) seven years after the Distribution Date.

6.2 Access to Tax Records. Veoneer shall make available, and cause its Subsidiaries to make available, to members of the Autoliv Group for inspection and copying (a) all Tax Records in its possession that relate to Tax Years that begin on or before the Distribution Date, and (b) the portion of any Tax Record in their possession that relates to Tax Years that begin after the Distribution Date and that is reasonably necessary for the preparation of a Joint Return or Separate Return by a member of the Autoliv Group or with respect to an audit or litigation by a Tax Authority of such return. Autoliv shall make available, and cause its Subsidiaries to make available, to members of the Veoneer Group for inspection and copying (a) that portion of any Tax Record in its possession (redacted to reflect only the information relating to the members of the Veoneer Group) that relates to Tax Years that begin on or before the Distribution Date and that is reasonably necessary for the preparation of a Separate Return by a member of the Veoneer Group or with respect to an audit or litigation by a Tax Authority of such return, and (b) workpapers or other documentation relating to the calculation of the Taxes and Tax Benefits that have been allocated to Veoneer pursuant to this Agreement.

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SECTION 7

Tax Contests

7.1 Notices. Each party shall provide prompt notice to the other party of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which it becomes aware relating to (a) Taxes for which it is or may be indemnified by the other party hereunder, (b) the qualification of any of the Internal Reorganization Transactions as a reorganization described under Sections 368(a)(1)(D) and/or 355 of the Code, or (c) the qualification of the Contribution and the Distribution together as a reorganization described under Sections 368(a)(1)(D) and/or 355 of the Code. Such notice shall contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. If (a) an indemnified party has knowledge of an asserted Tax liability with respect to a matter for which it is to be indemnified hereunder, (b) such party fails to give the indemnifying party prompt notice of such asserted Tax liability, and (c) the indemnifying party has the right, pursuant to Section 7.2(a), to control the Tax Contest relating to such Tax liability, then (i) if the indemnifying party is precluded from contesting the asserted Tax liability as a result of the failure to give prompt notice, the indemnifying party shall have no obligation to indemnify the indemnified party for any Taxes arising out of such asserted Tax liability and (ii) if the indemnifying party is not precluded from contesting the asserted Tax liability, but such failure to give prompt notice results in a monetary detriment to the indemnifying party, then any amount that the indemnifying party is otherwise required to pay the indemnified party pursuant to this Agreement shall be reduced by the amount of such detriment.

7.2 Control of Tax Contests.

(a) General Rule. Except as provided in the following sentence or in Section 7.2(b), each party (or the appropriate member of their Group) shall have full responsibility, control, and discretion in handling, settling, or contesting any Tax Contest involving a Tax reported on a Tax Return for which it is responsible for preparing (or causing to be prepared) pursuant to Section 3 of this Agreement. Notwithstanding the previous sentence, Veoneer may not take, and shall cause the members of the Veoneer Group not to take (including, without limitation, any such members formed after the date hereof), any position in a Tax Contest that it knows, or reasonably should know, would have a material adverse effect on any member of the Autoliv Group.

(b) Non-Preparer Participation Rights. With respect to a Tax Contest of any Tax Return that involves a Tax Item for which the Non-Preparer may be liable (in the case of Tax Items that increase Tax liability) or that is allocated to the Non-Preparer (in the case of Tax Benefits) under this Agreement (a “Non-Preparer Party Item”), (i) the Non-Preparer shall, at its own cost and expense, be entitled to participate in such Tax Contest, to the extent it relates to a Non-Preparer Party Item; (ii) the Preparer shall keep the Non-Preparer reasonably informed and consult in good faith with the Non-Preparer and its Tax advisors with respect to any issue relating to a Non-Preparer Party Item; (iii) the Preparer shall provide the Non-Preparer with copies of all correspondence, notices, and other written materials received from any Tax Authority and shall otherwise keep the Non-Preparer and its Tax advisors advised of significant developments in the Tax Contest and of significant communications involving representatives of the Tax Authority to the extent related to a Non-Preparer Party Item; (iv) the Non-Preparer may request that the Preparer take a position in respect of a Non-Preparer Party Item, and the Preparer shall do so provided that (A) there exists substantial authority for such position (within the meaning of the accuracy-related penalty provisions of Section 6662 of the Code), (B) the adoption of such position could not reasonably be expected to increase the Taxes or reduce the Tax Benefits allocated to the Preparer pursuant to Section 2 (unless the Non-Preparer agrees to indemnify and hold harmless the Preparer from such increase in Taxes or reduction in Tax Benefits), and (C) the Non-Preparer agrees to reimburse the Preparer for any reasonable third-party costs that are attributable to the Non-Preparer’s

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request; (v) the Preparer shall provide the Non-Preparer with a copy of any written submission to be sent to a Tax Authority to the extent related to a Non-Preparer Party Item prior to the submission thereof and shall give good faith consideration to any comments or suggested revisions that the Non-Preparer or its Tax advisors may have with respect thereto; and (vi) there will be no settlement, resolution, or closing or other agreement with respect to the Non-Preparer Party Item without the consent of the Non-Preparer, which consent shall not be unreasonably withheld.

7.3 Cooperation. The Non-Preparer shall provide a party controlling any Tax Contest pursuant to Section 7.2(a) with all information relating to the Non-Preparer’s group that the party controlling the Tax Contest needs to handle, settle, or contest the Tax Contest. At the request of a party controlling any Tax Contest pursuant to Section 7.2(a), the other party shall take any action (e.g., executing a power of attorney) that is reasonably necessary for the party controlling the Tax Contest to handle, settle, or contest the Tax Contest. Veoneer shall assist Autoliv, and Autoliv shall assist Veoneer, in taking any remedial actions that are necessary or desirable to minimize the effects of any adjustment made by a Tax Authority. The indemnifying party shall reimburse the indemnified party for any reasonable out-of-pocket costs and expenses incurred in complying with this Section 7.3. The party controlling the Tax Contest shall have no obligation to indemnify the indemnified party for any additional Taxes resulting from the Tax Contest if the indemnified party fails to cooperate in accordance with this Section 7.3.

SECTION 8

Restriction on Certain Actions of Autoliv and Veoneer

8.1 General Restrictions. Following the Effective Time, Autoliv and Veoneer shall not, and shall cause the members of their respective Groups not to, take any action that, or fail to take any action the failure of which, (a) would be inconsistent with any of the Internal Reorganization Transactions qualifying, or preclude any of the Internal Reorganization Transactions from qualifying, as a reorganization described under Sections 368(a)(1)(D) and/or 355 of the Code; (b) would be inconsistent with the Contributions and the Distribution together qualifying, or preclude the Contributions and the Distribution together from qualifying, as a reorganization described under Sections 368(a)(1)(D) and/or 355 of the Code; (c) would result in the recognition of gain under either Section 355(d), Section 355(e), or Section 355(f) of the Code; or (d) reasonably could be expected to increase the amount of Tax imposed on any other part of the Separation Transactions.

8.2 Restricted Actions Relating to Tax Materials. Without limiting the other provisions of this Section 8, following the Effective Time, Autoliv and Veoneer shall not, and shall cause the members of their Groups not to, take any action that, or fail to take any action the failure of which, would be reasonably likely to be inconsistent with, or cause any Person to be in breach of, any representation, covenant, or any material statement made in the Tax Materials.

8.3 Certain Veoneer Actions Following the Effective Time. Without limiting the other provisions of this Section 8, during the two-year period following the Distribution Date, Veoneer shall not take (and shall cause the members of the Veoneer Group to not take) or negotiate or enter into a binding agreement to take (and shall cause the members of the Veoneer Group to not negotiate or enter into a binding agreement to take) any of the following actions: (a) liquidate, sell, or transfer (i) 50% or more of the assets that constitute the Electronics Business as of the Effective Time to any Person other than Veoneer or an entity that is and will be wholly-owned, directly or indirectly, by Veoneer, or (ii) 50% or more of the assets that constitute the business of either Veoneer Holding or Veoneer Japan as of the Effective Time to any Person other than to Veoneer Holding or Veoneer Japan, respectively, or an entity which is and will be wholly-owned, directly or indirectly, by Veoneer Holding or Veoneer Japan, respectively; (b) transfer in a transaction described in subparagraphs (A), (C), (D), or (G) of Section 368(a)(1) (i)

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any assets of Veoneer or any Veoneer Affiliate to another entity (other than to Veoneer or an entity that is and will be wholly-owned, directly or indirectly, by Veoneer), or (ii) any assets of either Veoneer Holding or Veoneer Japan or any Affiliate of either Veoneer Holding or Veoneer Japan to another entity (other than to Veoneer Holding or Veoneer Japan, respectively, or an entity that is and will be wholly-owned, directly or indirectly, by Veoneer Holding or Veoneer Japan, respectively); (c) issue stock of Veoneer or any Veoneer Affiliate (or any instrument that is convertible or exchangeable into any such stock), other than an issuance to which Treasury Regulations Section 1.355-7(d)(8) or (9) applies, equal to or exceeding 20% by vote or value of the stock of Veoneer or of such Veoneer Affiliate that was issued and outstanding immediately following the Effective Time; (d) facilitate or otherwise participate in any acquisition (or deemed acquisition) of stock of Veoneer, Veoneer Holding, or Veoneer Japan that would result in any shareholder owning (or being deemed to own after applying the rules of Sections 355(e)(4)(C) and 355(e)(3)(B) of the Code) 40% or more by vote or value of the outstanding stock of Veoneer, Veoneer Holding, or Veoneer Japan; (e) redeem or otherwise repurchase any stock of Veoneer other than pursuant to open market stock repurchase programs meeting the requirements of Section 4.05(1)(b) of Rev. Proc. 96-30, 1996-1 C.B. 696; or (f) terminate the active conduct by the Veoneer Group of the Electronics Business; in each case, without first obtaining and delivering to Autoliv at Veoneer’s own expense a Supplemental Tax Opinion with respect to such action, in such form and on such terms as Autoliv may reasonably direct.

SECTION 9

General Provisions

9.1 Limitation of Liability. IN NO EVENT SHALL ANY MEMBER OF THE AUTOLIV GROUP OR THE VEONEER GROUP OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AND EMPLOYEES BE LIABLE TO ANY OTHER MEMBER OF THE AUTOLIV GROUP OR THE VEONEER GROUP FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECUALTIVE OR SIMILAR DAMAGES OR LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Entire Agreement. This Agreement, the Distribution Agreement and the Ancillary Agreements constitute the entire agreement between Autoliv and Veoneer with respect to the subject matter hereof and shall supersede all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof. In the event of a conflict between this Agreement, the Distribution Agreement or any Ancillary Agreement with respect to such matters, this Agreement shall govern and control.

9.3 Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Delaware, irrespective of the choice of laws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies

9.4 Termination.

(a) This Agreement may be terminated at any time prior to the Distribution Date by and in the sole discretion of Autoliv without the approval of Veoneer. In the event of termination pursuant to this Section 9.4, neither party shall have any liability of any kind to the other party.

(b) This Agreement shall otherwise terminate at such time as all obligations and liabilities of the parties hereto have been satisfied. The obligations and liabilities of the parties arising under this Agreement shall continue in full force and effect until all such obligations have been satisfied and such liabilities have been paid in full, whether by expiration of time, operation of law, or otherwise.

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9.5 Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 9.5):

If to Autoliv, to:

Autoliv, Inc.

1320 Pacific Drive

Auburn Hills, Michigan 48326

Attention: General Counsel

If to Veoneer, to:

Veoneer, Inc.

26545 American Drive

Southfield, Michigan 48034

Attention: General Counsel

Any party may, by notice to the other party, change the address and contact person to which any such notices are to be given.

9.6 Counterparts(a) . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to each other party.

9.7 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, that no party hereto may assign its respective rights or delegate its respective obligations under this Agreement without the express prior written consent of the other party or other parties thereto, as applicable. Notwithstanding the foregoing, no such consent shall be required for the assignment of a party’s rights and obligations under this Agreement in connection with a merger or consolidation or the sale of all or substantially all the assets of a party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of law or pursuant to an agreement in form and substance reasonably satisfactory to the other party. Nothing herein is intended to, or shall be construed to, prohibit either party or any member of its Group from being party to or undertaking a change of control.

9.8 No Third Party Beneficiaries. This Agreement is solely for the benefit of Autoliv, Veoneer, and their Subsidiaries and is not intended to confer upon any other Person any rights or remedies hereunder.

9.9 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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9.10 Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of either party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, or agreement herein, and any single or partial exercise of any such right shall not preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available. Any consent provided under this Agreement must be in writing and signed by the party against whom enforcement of such consent is sought.

9.11 Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a party hereto, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the other party against whom it sought to enforce such waiver, amendment, supplement or modification is sought to be enforced.

9.12 Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver, and perform this Agreement, (b) the execution, delivery, and performance of this Agreement by it has been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement to be executed and delivered on or prior to the Distribution Date, and (d) this Agreement creates legal, valid, and binding obligations, enforceable against it in accordance with its respective terms subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and general equity principles.

9.13 Construction. This Agreement shall be construed as if jointly drafted by Veoneer and Autoliv, and no rule of construction or strict interpretation shall be applied against either party. The parties represent that this Agreement is entered into with full consideration of any and all rights that the parties may have. The parties have relied upon their own knowledge and judgment and upon the advice of the attorneys of their choosing. The parties have received independent legal advice, have conducted such investigations they and their counsel thought appropriate, and have consulted with such other independent advisors as they and their counsel deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The parties are not relying upon any representations or statements made by any other party, or such other party’s employees, agents, representatives, or attorneys, regarding this Agreement, except to the extent such representations are expressly incorporated in this Agreement. The parties are not relying upon a legal duty, if one exists, on the part of any other party (or such other party’s employees, agents, representatives, or attorneys) to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that no party shall ever assert any failure to disclose information on the part of the other party as a ground for challenging this Agreement.

9.14 Interpretation. The headings contained in this Agreement and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The word “including” and words of similar import when used in this Agreement will mean “including, without limitation,” unless otherwise specified.

9.15 Predecessors or Successors. Any reference to Autoliv, Veoneer, a Person, or a Subsidiary in this Agreement shall include any predecessors or successors (e.g., by merger or other reorganization, liquidation, conversion, or election under Treasury Regulations Section 301.7701-3) of Autoliv, Veoneer, such Person, or such Subsidiary, respectively.

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9.16 Change in Law. Any reference to a provision of the Code or any other Tax Law shall include a reference to any applicable successor provision or law.

9.17 Disputes. The procedures for discussion, negotiation, and arbitration set forth in Article IV of the Distribution Agreement shall apply to all disputes, controversies, or claims (whether sounding in contract, tort, or otherwise) that may rise out of, relate to, or arise under or in connection with this Agreement.

9.18 Conflict. Notwithstanding anything else to the contrary in the Distribution Agreement, except to the extent expressly provided in this Agreement, the parties shall have no obligation to each other (or to any of each other’s Affiliates) with respect to the transfer, delivery, sharing, disclosure, provision, preparation, or maintenance of (a) any books and records primarily relating to Taxes, (b) any Information primarily relating to Taxes, or (c) any Tax Records.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

AUTOLIV, INC.

By:

Name:

Its:

VEONEER, INC.

By:

Name:

Its:

Signature Page – Tax Matters Agreement

EX-10.3

Exhibit 10.3

FORM OF

AMENDED AND RESTATED

MASTER TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

AUTOLIV, INC.

AND

VEONEER, INC.

DATED AS OF                 , 2018

TABLE OF CONTENTS

ARTICLE I DEFINITIONS		1
ARTICLE II SERVICES, DURATION AND CONTRACT MANAGEMENT		3
Section 2.1	Services	3
Section 2.2	Duration of Services	3
Section 2.3	Additional Services and Service Adjustments	3
Section 2.4	New Services	4
Section 2.5	Services Not Included	5
Section 2.6	Contract Management	5
Section 2.7	Personnel	5
Section 2.8	Non-Exclusivity	6
ARTICLE III ADDITIONAL ARRANGEMENTS		6
Section 3.1	Computer-Based and Other Resources	6
Section 3.2	Access Rights	7
Section 3.3	Cooperation	7
Section 3.4	Software License Terms	7
Section 3.5	Cybersecurity Services Standards and Policies	9
Section 3.6	Shared Applications	9
Section 3.7	Cooperation Regarding Routine Requests for Information and Certain Services	9
ARTICLE IV SERVICE FEES; TAXES		10
Section 4.1	Costs and Disbursements	10
Section 4.2	Tax Matters.	11
Section 4.3	No Right to Set-Off	12
ARTICLE V STANDARD FOR SERVICE		12
Section 5.1	Standard for Service	12
Section 5.2	Disclaimer of Warranties	13
Section 5.3	Compliance with Laws and Regulations	13
Section 5.4	Confidentiality	13
ARTICLE VI LIABILITY LIMITATIONS AND INDEMNIFICATION		13
Section 6.1	Consequential and Other Damages	13
Section 6.2	Limitation of Liability	13
Section 6.3	Obligation to Re-perform; Liabilities	14
Section 6.4	Autoliv Indemnity	14
Section 6.5	Veoneer Indemnity	14
Section 6.6	Indemnification Matters	15
Section 6.7	Liability for Payment Obligations	15
Section 6.8	Exclusion of Other Remedies	15
Section 6.9	Other Indemnification Obligations Unaffected	15
ARTICLE VII TERM AND TERMINATION		16
Section 7.1	Term and Termination	16

Section 7.2	Effect of Termination	17
ARTICLE VIII DISPUTE RESOLUTION		17
Section 8.1	Negotiations between Parties’ Designated Representatives	17
Section 8.2	Dispute Resolution	17
ARTICLE IX GENERAL PROVISIONS		17
Section 9.1	No Agency	17
Section 9.2	Further Assurances	17
Section 9.3	Audit Assistance	18
Section 9.4	Notices	18
Section 9.5	Severability	18
Section 9.6	Entire Agreement	18
Section 9.7	Governing Law	19
Section 9.8	Facsimile Signatures	19
Section 9.9	Assignability; No Third-Party Beneficiaries	19
Section 9.10	Amendment	19
Section 9.11	Rules of Construction	19
Section 9.12	Counterparts	20
Section 9.13	Performance	20
Section 9.14	Title to Intellectual Property	20
Section 9.15	Survival of Covenants	20
Section 9.16	Waivers of Default	20
Section 9.17	Force Majeure	20

Schedules

Schedule A	Autoliv Services
Schedule B	Veoneer Services
Schedule C	TSA Managers

AMENDED AND RESTATED

MASTER TRANSITION SERVICES AGREEMENT

This AMENDED AND RESTATED MASTER TRANSITION SERVICES AGREEMENT, dated as of                     , 2018 and effective as of the Separation Date (this “Agreement”), is by and between Autoliv, Inc., a Delaware corporation (“Autoliv”), and Veoneer, Inc., a Delaware corporation (“Veoneer”). Autoliv and Veoneer are sometimes collectively referred to as the “Parties” and each is individually referred to as a “Party.”

RECITALS:

WHEREAS, the Board of Directors of Autoliv previously completed the reorganization of the business so that the Veoneer Business is operated by Veoneer and its direct and indirect subsidiaries (the “Reorganization”);

WHEREAS, Autoliv and Veoneer entered into a Master Transfer Agreement, dated as of April 1, 2018, to govern the terms and conditions of the Reorganization (as amended, modified or supplemented from time to time in accordance with its terms, the “Master Transfer Agreement”);

WHEREAS, in connection with the Reorganization, Autoliv and Veoneer entered into a Transition Services Agreement, dated as of April 1, 2018 to provide for an orderly transition for the Reorganization (the “Original TSA”);

WHEREAS, Autoliv owns 100% of the shares of common stock, par value $1.00 per share, of Veoneer (the “Veoneer Common Stock”);

WHEREAS, the Board of Directors of Autoliv (the “Autoliv Board”) has determined that it is appropriate, desirable and in the best interests of Autoliv and its stockholders to separate, pursuant to and in accordance with the Distribution Agreement, dated as of the date hereof, between Autoliv and Veoneer (as amended, modified or supplemented from time to time in accordance with its terms, the “Distribution Agreement”); and

WHEREAS, in order to provide, or continue to provide, for an orderly transition under the Master Transfer Agreement and the Distribution Agreement, the Parties desire to enter into this Agreement to set forth the terms and conditions pursuant to which each of the Parties shall provide to the other certain Services (as defined herein), which will supersede and replace the Original TSA.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

The following capitalized terms used in this Agreement shall have the meanings set forth below; provided, however, terms used in this Agreement that are not defined herein shall have the meanings set forth in the Distribution Agreement (or if not defined therein, the meanings set forth in the Master Transfer Agreement):

“Additional Services” has the meaning set forth in Section 2.3(a).

“Agreement” has the meaning set forth in the Preamble.

“Autoliv” has the meaning set forth in the Preamble.

“Autoliv Services” has the meaning set forth in Section 2.1.

“Autoliv TSA Manager” has the meaning set forth in Section 2.6(a).

“Designated System” has the meaning set forth in Section 3.4(e).

“Force Majeure” means, with respect to a Party, an event beyond the control of such Party (or any Person acting on its behalf), which by its nature could not have been reasonably foreseen by such Party (or such Person) or, if it could have been reasonably foreseen, was unavoidable, and includes acts of God, storms, floods, riots, labor unrest, pandemics, nuclear incidents, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities, or other national or international calamity or one or more acts of terrorism or failure of energy sources or distribution or transportation facilities. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Party’s response thereto shall not be deemed an event of Force Majeure.

“Indemnitees” means the Veoneer Indemnitees and the Autoliv Indemnitees.

“Losses” has the meaning set forth in Section 6.4(a).

“Markup” means 5.0%, unless otherwise specified in an applicable Services Schedule.

“New Services” has the meaning set forth in Section 2.4.

“Party” and “Parties” have the respective meanings set forth in the Preamble.

“Provider” means the Party or its Subsidiary providing a Service under this Agreement.

“Recipient” means the Party or its Subsidiary to whom a Service is provided under this Agreement.

“Representatives” with respect to a Person, means that Person’s officers, directors, employees, agents, and other representatives, consultants and financing sources.

“Service Adjustments” has the meaning set forth in Section 2.3(b).

“Service Charge” has the meaning set forth in Section 4.1(a).

“Service Extension” has the meaning set forth in Section 7.1(c).

“Service Increases” has the meaning set forth in Section 2.3(b).

“Service Schedule” means a Schedule to this Agreement that is included in Schedule A or Schedule B hereto and that sets forth terms of a specific Service to be provided hereunder.

“Services” has the meaning set forth in Section 2.1.

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“TSA-Licensed Software” has the meaning set forth in Section 3.4(a).

“TSA Managers” means the Veoneer TSA Manager and the Autoliv TSA Manager.

“TSA Owner” has the meaning set forth in Section 2.6(b).

“Transaction Taxes” has the meaning set forth in Section 4.2(a).

“VAT” has the meaning set forth in Section 4.2(a).

“Veoneer” has the meaning set forth in the Preamble.

“Veoneer Services” has the meaning set forth in Section 2.1.

“Veoneer TSA Manager” has the meaning set forth in Section 2.6(b).

ARTICLE II

SERVICES, DURATION AND CONTRACT MANAGEMENT

Section 2.1    Services. Subject to the terms and conditions of this Agreement, (a) Autoliv shall provide or cause to be provided to Veoneer and its Subsidiaries, as applicable, the services listed on Schedule A to this Agreement, which will be provided pursuant to the Service Schedules incorporated therein (collectively, the “Autoliv Services”) and (b) Veoneer shall provide or cause to be provided to Autoliv and its Subsidiaries, as applicable, the services listed on Schedule B to this Agreement, which will be provided pursuant to the Service Schedules incorporated therein (collectively, the “Veoneer Services,” and, collectively with the Autoliv Services, any Additional Services, any Service Adjustments and any New Services, the “Services”). All Services shall be for the sole use and benefit of the respective Recipient and its respective Affiliates.

Section 2.2    Duration of Services. Subject to the terms of this Agreement, each of Autoliv and Veoneer shall provide or cause to be provided to the respective Recipients or their Affiliates, as applicable, each Service from the start date specified in the applicable Service Schedule until the earliest to occur of, with respect to each such Service, (a) the expiration of the term for such Service (or, subject to the terms of Section 7.1(c), the expiration of any Service Extension) as set forth on the applicable Service Schedule; (b) the date on which such Service is terminated under Section 7.1(b); or (c) the expiration or termination of this Agreement.

Section 2.3    Additional Services and Service Adjustments.

(a)    If, within thirty (30) days after the Distribution Date, either Party (i) identifies a service that (x) the Autoliv Group provided to the Veoneer Business prior to the Distribution Date that Veoneer reasonably needs in order for the Veoneer Business to continue to operate in substantially the same manner in which the Veoneer Business operated prior to the Distribution Date, and such service was not included on Schedule A (other than because the Parties agreed in writing that such service shall not be provided), or (y) the Veoneer Business or members of the Veoneer Group provided to the Autoliv Group prior to the Distribution Date that Autoliv reasonably needs in order for the Autoliv Business to continue to operate in substantially the same manner in which the Autoliv Business operated prior to the Distribution Date, and such service was not included on Schedule B (other than because the Parties agreed in writing that such service shall not be provided), and (ii) provides a written change request (in the form agreed by the Parties) to the other Party requesting such additional services within thirty (30) days after the Distribution Date, then such other Party shall negotiate in good faith to provide such

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requested additional services (such requested additional services, the “Additional Services”); provided, however, that neither Party shall be obligated to provide any Additional Service (w) if such services could, in the judgment of either Party, impact the treatment of the Reorganization or the Distribution under the federal income tax laws, (x) if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service, (y) if the provision of such Additional Service would significantly disrupt the operation of its businesses or (z) if the Parties are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). If the Parties agree to any such Additional Service, then the Parties shall document such terms in a Service Schedule to be incorporated in Schedule A or Schedule B, as applicable. The Service Schedule shall describe in reasonable detail the nature, scope, service period(s), and other terms applicable to such Additional Services. Each such Service Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

(b)    After the Distribution Date, if a Provider or Recipient desires to adjust any Services or change the manner in which Services are provided (such adjustments and changes, “Service Adjustments”), then such Provider or Recipient, as applicable, will provide a written change request (in the form agreed by the Parties) to the other Party, and the Parties shall negotiate in good faith to make such Service Adjustments, provided that, if a Service Adjustment requested by a Recipient (i) is an increase, relative to historical levels prior to the Distribution Date, to the volume, amount, level or frequency, as applicable, of any Service provided by a Provider, or is an increase to the volumes specified in the applicable Service Schedule, and (ii) such increase is reasonably determined by the Recipient as necessary for the Recipient to operate its businesses (such increases, “Service Increases”), then such Provider shall negotiate in good faith to provide such Service Increase; provided, however, that the Provider shall not be obligated to provide any Service Increase if the Provider and the Recipient are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor) or if such services could, in the judgment of either Party, impact the treatment of the Reorganization or the Distribution under the federal income tax laws; provided, further, that notwithstanding the foregoing, if such higher volume or quantity results from fluctuations occurring in the ordinary course of business of the Recipient, the Provider shall use commercially reasonable efforts to provide such requested higher volume or quantity. If the Parties agree to any Service Adjustment, then the Parties shall document such terms in an amendment to the applicable Service Schedule. Each amended Service Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the Service Adjustments set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Section 2.4    New Services. If, within thirty (30) days after the Distribution Date, a Party desires the other Party to provide additional or different services which such other Party is not expressly obligated to provide under this Agreement (excluding, for the avoidance of doubt, any Additional Services or Service Adjustments, the “New Services”), then such Party will provide a written change request (in the form agreed by the Parties) to the other Party within thirty (30) days after the Distribution Date. The Party receiving such request shall negotiate in good faith to provide such New Service; provided, however, that no Party shall be obligated to provide any New Services, including because the Parties are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor) or if such services could, in the judgment of either Party, impact the treatment of the Reorganization or the Distribution under the federal income tax laws. If the Parties agree to any such New Service, then the Parties shall document such terms in a Service Schedule to be incorporated in Schedule A or Schedule B, as applicable. The Service Schedule shall describe in reasonable detail the nature, scope, service period(s), termination provisions and other terms applicable to such New Services. Each supplement to the applicable Service Schedule, as agreed to in writing by the Parties, shall be deemed part of this

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Agreement as of the date of such agreement and the New Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. The Parties shall in good faith determine any costs and expenses, including any start-up costs and expenses, which would be incurred by the Provider in connection with the provision of such New Service, which costs and expenses shall be borne solely by the Recipient.

Section 2.5    Services Not Included. No Services provided under this Agreement shall be construed as accounting, legal or tax advice or shall create any fiduciary obligations on the part of any Provider or any of its Affiliates to any Person, including to the Recipient or any of its Affiliates, and the Recipient shall not rely on, or construe, any Services rendered by or on behalf of the Provider as such professional advice.

Section 2.6    Contract Management.

(a)    TSA Owners. Each Service Schedule sets forth an initial Autoliv and Veoneer representative (each, a “TSA Owner”) who will be responsible for the initial coordination of the Services provided under the applicable Service Schedule. The TSA Owners will keep their respective TSA Manager reasonably informed of any issues that arise with respect to the Services provided under their applicable Service Schedule. Each Party shall notify the other of the appointment of a different TSA Owner in accordance with Section 9.4, and Schedule A and Schedule B shall be updated accordingly.

(b)    TSA Managers. Autoliv and Veoneer have designated the respective individuals set forth in Schedule C to act as its services manager (the “Autoliv TSA Manager” and “Veoneer TSA Manager,” respectively) for the Services provided pursuant to this Agreement. The TSA Managers will be responsible for coordinating and managing the delivery of all Services provided by the applicable Party and have authority to act on such Party’s behalf with respect to matters relating to the provision of the Services under this Agreement. The TSA Managers will work with the personnel of their respective Group and their respective TSA Owners to periodically address any issues and other matters raised by such personnel relating to the provision of the Services. Each Party shall notify the other of the appointment of a different TSA Manager in accordance with Section 9.4, and Schedule C shall be updated accordingly.

(c)    Notwithstanding the requirements of Section 9.4, communications between the Parties regarding routine matters under this Agreement shall be made through the TSA Owners and, if necessary, the TSA Managers.

Section 2.7    Personnel.

(a)    The Provider of any Service will make available to the Recipient of such Service such personnel as Provider determines may be necessary to provide such Service. Except as otherwise set forth in a Service Schedule, the Provider will have the right, in its sole discretion, to (i) designate which personnel it will assign to perform such Service and (ii) remove and replace such personnel at any time; provided, further, that the Provider will use its commercially reasonable efforts to limit the disruption to the Recipient in the transition of the Services to different personnel.

(b)    In the event that the provision of any Service by the Provider requires the cooperation and services of the personnel of the Recipient, the Recipient will make available to the Provider such personnel (who shall be appropriately qualified for purposes of so supporting the provision of such Service by the Provider) as may be necessary for the Provider to provide such Service. The Recipient

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will have the right, in its sole discretion, to (i) designate which personnel it will make available to the Provider in connection with the provision of such Service and (ii) remove and replace such personnel at any time; provided, further, that the Recipient will use its commercially reasonable efforts to limit the disruption to the Provider in the transition of such personnel.

(c)    All employees and representatives of any Provider who provide Services under this Agreement shall be deemed for purposes of all compensation, employment, and employee benefits matters to be employees or representatives of such Provider and not employees or representatives of the Recipient or any of its Affiliates. The Provider of any Service under this Agreement shall be solely responsible for (i) payment of wages and provision of employee benefits to all employees and representatives of such Provider who provide Services under this Agreement, and (ii) ensuring compliance with applicable employment and employee benefits Laws with respect to such employees and representatives. In performing the Services, such employees and representatives shall be under the direction, control and supervision of the Provider (and not the Recipient) and Provider shall have the sole right to exercise all authority with respect to the employment (including termination of employment), assignment and compensation of such employees and representatives.

(d)    A Provider may hire or engage one or more subcontractors to perform any or all of its obligations under this Agreement; provided, however, that (i) such Provider shall use the same degree of care in selecting any such subcontractor as it would if such contractor was being retained to provide similar services to the Provider, and (ii) such Provider shall in all cases remain primarily responsible for all of its obligations under this Agreement with respect to the scope of the Services, the standard for services as set forth herein and the content of the Services provided to the Recipient.

(e)    Nothing in this Agreement shall grant the Provider, or its employees, agents and third-party providers that are performing the Services, the right directly or indirectly to control or direct the operations of the Recipient or any member of its Group. Such employees, agents and third-party providers shall not be required to report to the management of the Recipient or be deemed to be under the management or direction of the Recipient. The Recipient acknowledges and agrees that, except as may be expressly set forth herein as a Service (including any Additional Services, Service Adjustments or New Services) or otherwise expressly set forth in the Master Transfer Agreement, the Distribution Agreement, another Transaction Document or any other applicable agreement, no Provider or any member of its Group shall be obligated to provide, or cause to be provided, any service or goods to any Recipient or any member of its Group.

Section 2.8    Non-Exclusivity. Nothing in this Agreement shall preclude any Recipient from obtaining, in whole or in part, services of any nature that may be obtainable from the Provider, from its own employees or from providers other than the Provider.

ARTICLE III

ADDITIONAL ARRANGEMENTS

Section 3.1    Computer-Based and Other Resources. Each Party and its Subsidiaries shall cause all of their personnel having access to the computer software, networks, hardware, technology or computer-based resources of the other Party and its Subsidiaries in connection with the performance, receipt or delivery of a Service, to comply with all security guidelines (including physical security, network access, internet security, confidentiality and personal data security guidelines) of such other Party and its Affiliates of which written notice is provided by such other Party. Each Party shall ensure that the access

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contemplated by this Section 3.1 shall be used by its personnel only for the purposes contemplated by, and subject to the terms of, this Agreement.

Section 3.2    Access Rights.

(a)    Veoneer shall, and shall cause its Subsidiaries to, allow Autoliv and its Subsidiaries and their respective Representatives reasonable access to the facilities of Veoneer and its Subsidiaries necessary for Autoliv to fulfill its obligations under this Agreement.

(b)    Autoliv shall, and shall cause its Subsidiaries to, allow Veoneer and its Subsidiaries and their respective Representatives reasonable access to the facilities of Autoliv and its Subsidiaries necessary for Veoneer to fulfill its obligations under this Agreement.

(c)    Notwithstanding the other rights of access of the Parties under this Agreement, each Party shall, and shall cause its Subsidiaries to, afford, following not less than five (5) business days’ prior written notice from the other Party and during normal business hours, (i) the other Party, its Subsidiaries and Representatives escorted access to the facilities and personnel of the relevant Providers and (ii) a third-party designated by the other Party and approved by the relevant Provider (such approval not to be unreasonably withheld), reasonable access to the information, systems and infrastructure of the Provider, in each case as reasonably necessary for the other Party to verify the Provider’s compliance with its obligations hereunder and the adequacy of internal controls over information technology, reporting of financial data and related processes employed in connection with the Services, including in connection with verifying compliance with Section 404 of the Sarbanes-Oxley Act of 2002; provided, however, (A) such access shall not unreasonably interfere with any of the business or operations of such Provider, (B) if a Party determines that providing such access could violate any applicable Law or agreement or waive any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit such access in a manner that avoids each of such harm and consequence, (C) if a Party determines that providing such access requires a third-party consent, such access shall be subject to the receipt of such third-party consent, and (D) any third-party that is provided access pursuant to this Section will be required to execute a non-disclosure agreement that restricts such third-party from disclosing confidential information of the audited Provider to the Party that engaged such third-party, except to the extent required to report on the extent to which the audited Provider is not in compliance with its obligations or its controls are not adequate.

(d)    Except as otherwise permitted by the other Party in writing, each Party shall permit only its authorized Representatives, contractors, invitees or licensees to access the other Party’s facilities.

Section 3.3    Cooperation. It is understood that it will require the significant efforts of both Parties to implement this Agreement and to ensure performance of this Agreement by the Parties at the agreed-upon levels in accordance with all of the terms and conditions of this Agreement. The Parties will cooperate, acting in good faith and using commercially reasonable efforts, to effect a smooth and orderly transition of the Services provided under this Agreement from the Provider to the Recipient (including, as applicable, the assignment or transfer of the rights and obligations under any third-party contracts relating to the Services); provided, however, that this Section 3.3 shall not require either Party to incur any out-of-pocket costs or expenses unless and except as expressly provided in a Service Schedule or elsewhere in this Agreement or otherwise agreed to in writing by the Parties.

Section 3.4    Software License Terms.

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(a)    Software that is made available by a Provider to a Recipient in connection with any Service (any such Software being referred to herein as “TSA-Licensed Software”) provided hereunder will be subject to the terms set forth in this Section 3.4 except as otherwise provided in the applicable Service Schedule. The Provider hereby grants to the Recipient a non-exclusive, non-transferable license to use, in object code form, any TSA-Licensed Software that is made available by the Provider pursuant to a Service Schedule. For the avoidance of doubt, the Provider that makes available any TSA-Licensed Software in connection with the provision of any Service retains the unrestricted right to enhance or otherwise modify such TSA-Licensed Software at any time, provided that such enhancements or other modifications do not disrupt the provision of such Service to the Recipient.

(b)    The Recipient may not exceed the number of licenses, agents, tiers, nodes, seats, or other use restrictions or authorizations, if any, specified in the applicable Service Schedule. Some TSA-Licensed Software may require license keys or contain other technical protection measures. The Recipient acknowledges that the Provider may monitor the Recipient’s compliance with use restrictions and authorizations remotely, or otherwise. If the Provider makes a license management program available which records and reports license usage information, the Recipient agrees to appropriately install, configure and execute such license management program.

(c)    Unless otherwise permitted by the Provider, the Recipient may only make copies or adaptations of the TSA-Licensed Software for archival purposes or when copying or adaptation is an essential step in the authorized use of TSA-Licensed Software. If the Recipient makes a copy for backup purposes and installs such copy on a backup device, the Recipient may not operate such backup installation of the TSA-Licensed Software without paying an additional license fee, except in cases where the original device becomes inoperable. If a copy is activated on a backup device in response to failure of the original device, the use on the backup device must be discontinued when the original or replacement device becomes operable. The Recipient may not copy the TSA-Licensed Software onto or otherwise use or make it available on, to, or through any public or external distributed network. Licenses that allow use over the Recipient’s intranet require restricted access by authorized users only.

(d)    The Recipient must reproduce all copyright notices that appear in or on the TSA-Licensed Software (including documentation) on all permitted copies or adaptations. Copies of documentation are limited to internal use.

(e)    Notwithstanding anything to the contrary herein, certain TSA-Licensed Software may be licensed under the applicable Service Schedule for use only on a computer system owned, controlled, or operated by or solely on behalf of the Recipient and may be further identified by the Provider by the combination of a unique number and a specific system type (“Designated System”) and such license will terminate in the event of a change in either the system number or system type, an unauthorized relocation, or if the Designated System ceases to be within the possession or control of the Recipient.

(f)    The Recipient will not modify, reverse engineer, disassemble, decrypt, decompile, or make derivative works of the TSA-Licensed Software. Where the Recipient has other rights mandated under statute, the Recipient will provide the Provider with reasonably detailed information regarding any intended modifications, reverse engineering, disassembly, decryption, or decompilation and the purposes therefor.

(g)    Upon expiration or termination of the Service Schedule under which TSA-Licensed Software is made available, the Recipient will destroy the TSA-Licensed Software. The Recipient will remove and destroy or return to the Provider any copies of the TSA-Licensed Software that are merged

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into adaptations, except for individual pieces of data in the Recipient’s database. The Recipient will provide certification of the destruction of TSA-Licensed Software, and copies thereof, to the Provider. The Recipient may retain one copy of the TSA-Licensed Software subsequent to expiration or termination solely for archival purposes.

(h)    The Recipient may not sublicense, assign, transfer, rent, or lease the TSA-Licensed Software to any other person except as permitted in this Section 3.4.

(i)    The Recipient agrees that the Provider may engage a third-party designated by the Provider and approved by the Recipient (such approval not to be unreasonably withheld) to audit the Recipient’s compliance with the Software License terms. Any such audit will be at the Provider’s expense, require reasonable notice, and will be performed during normal business hours. Such third-party will be required to execute a non-disclosure agreement that restricts such third-party from disclosing confidential information of the Recipient to the Provider, except to the extent required to report on the extent to which the Recipient is not in compliance with the Software License terms.

Section 3.5    Cybersecurity Services Standards and Policies. Each of the Parties agrees that, during the term of this Agreement, it and its Affiliates will adhere to (a) with respect to any Autoliv information or TSA-Licensed Software licensed by Autoliv, the Autoliv Information Security Policy and Autoliv Standard for Information Technology existing as of the Effective Date and (b) with respect to any Veoneer information or any TSA-Licensed Software licensed by Veoneer, the Veoneer Information Security Policy and Veoneer Standard for Information Technology, as they may hereafter be amended from time to time.

Section 3.6    Shared Applications. The Parties acknowledge that they or their respective Affiliates may be required in connection with the provision or receipt of any Service to access or use a software application and related data that is being accessed or used concurrently by the other Party or the other Party’s Affiliates. The Parties agree to reasonably cooperate to ensure that such concurrent use or access of such applications and related data does not result in the disruption of either Party’s or its Affiliates business activities.

Section 3.7    Cooperation Regarding Routine Requests for Information and Certain Services.

(a)    The Parties acknowledge and agree that the Parties and their Affiliates will require, in the conduct of transition services, documents or information in the possession of the other Party or the other Party’s Affiliates from time to time during the term of this Agreement. Without limiting any Party’s obligations under any other provision of this Agreement with respect to cooperation and the provision of information or access to books and records, each Party agrees that it and its Affiliates will reasonably cooperate with the other Party and the other Party’s Affiliates with respect to routine requests for documents or information that the other Party and the other Party’s Affiliates reasonably may make from time to time, including promptly responding to any telephonic requests for information that the other Party or the other Party’s Affiliates may make from time to time. For the avoidance of doubt, nothing in this Section 3.7(a) requires a Party to provide any consulting or other services to the requesting Party or the requesting Party’s Affiliates or to incur any expenses (other than the expense associated with its personnel responding to requests for information).

(b)    Each Party agrees that, in addition to any other obligations it may have under this Agreement (including any Service Schedule), the Master Transfer Agreement, the Distribution Agreement or any other Transaction Document, it and its Affiliates will use commercially reasonable

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efforts to make available its personnel to provide to the other Party and the other Party’s Affiliates such additional routine services and support, including the provision of Information, as may be reasonably requested by the other Party or the other Party’s Affiliates from time to time. Notwithstanding the foregoing, if the amount of time expended by any individual providing such services and support represents or is expected to represent more than twenty percent (20%) of such individual’s work time during a calendar month, then the Parties will enter into a Service Schedule to be incorporated in Schedule A or Schedule B, as applicable, that will describe in reasonable detail the nature, scope, service period(s), payment and other terms applicable thereto. None of the services and support, including the provision of Information, provided under this Section 3.7(b) shall include the licensing or assignment of any Intellectual Property except to the extent expressly provided in a Service Schedule entered into pursuant to this Section 3.7(b).

ARTICLE IV

SERVICE FEES; TAXES

Section 4.1    Costs and Disbursements.

(a)    Except as otherwise provided in the applicable Service Schedule, the Recipient of a Service shall pay to the Provider of such Service a fee for the Service (each fee constituting a “Service Charge”). The Service Charge will be (i) the Provider’s allocable cost to provide the Services under the Service Schedule plus the Markup, (ii) calculated using another pricing methodology, as specified in the applicable Service Schedule, or (iii) with respect to any real estate, the fair market value for the use of such real estate.

(b)    During the term of this Agreement, the amount of a Service Charge for any Service may increase or decrease to the extent of: (i) any increases or decreases mutually agreed to by the Parties, (ii) any Service Charges applicable to any Additional Services, Service Adjustments or New Services, (iii) any increase in the applicable Service Charge during a Service Extension, in accordance with Section 7.1(c), and (iv) any increase in the rates or charges imposed by any unaffiliated third-party provider that is providing Services. The Provider shall, upon receipt of a request from the Recipient, provide the Recipient with appropriate documentation, together with any invoice for Service Charges, to support the calculation of such Service Charges.

(c)    For the time period from the date of this Agreement through September 30, 2018, the Service Charges for the Services provided under this Agreement shall be as set forth in Annex 1 to this Agreement, which is based on an estimate of the Service Charges for the Services to be provided during this time period calculated in accordance with Section 4.1(a). For the remainder of the term of this Agreement, in advance of each quarter, the Parties will agree on an update to the Service Charges set forth in Annex 1 for the upcoming quarter, based on an estimate of the Service Charges for the Services to be provided under this Agreement for such quarter. Annex 1 may also be updated or amended from time to time as mutually agreed to by the Parties, and shall be updated or amended as necessary to reflect the Service Charges for any Additional Services, Service Adjustments or New Services. The Service Charges will be invoiced on a quarterly basis, or on such other frequency as may be provided in the applicable Service Schedule (or mutually agreed by the Parties), and the Provider shall provide with the applicable invoice all substantiation of allocable costs that the Recipient may reasonably request.

(d)    The Provider will provide an invoice to the Recipient for the Service Charges for the period covered by such invoice. The Recipient shall pay the amounts stated as due in each invoice by wire transfer (or such other method of payment as may be agreed between the Parties) to the Provider within thirty (30) days of the receipt of each such invoice, including appropriate documentation as

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described herein, as instructed by the Provider. The Recipient shall notify the Provider promptly, and in no event later than thirty (30) days following receipt of the Provider’s invoice, of any disputed amounts. If the Recipient does not notify the Provider of any disputed amounts within such thirty (30)-day period, then Recipient will be deemed to have accepted the Provider’s invoice. Any such Dispute shall be handled in accordance with Article VIII. The Recipient shall pay any undisputed amount in accordance with this Section 4.1(d). All amounts due and payable hereunder shall be invoiced and paid in (i) U.S. dollars or (ii) if the Parties so agree, another currency agreed by the Parties. If required any applicable Law or otherwise reasonably requested by a Party or an Affiliate thereof, any Provider and any Recipient may enter into a local country agreement providing for the performance of Services. Section 4.2 shall apply to these invoices accordingly.

(e)    Subject to the confidentiality provisions applicable pursuant to Section 5.4, each Party shall, and shall cause its Subsidiaries to, provide, upon ten (10) days’ prior written notice from the other Party, any information within such Party’s or its Subsidiaries’ possession that the requesting Party reasonably requests in connection with any Services being provided to such requesting Party by an unaffiliated third-party provider, including any applicable invoices, agreements documenting the arrangements between such third-party provider and the Provider and other supporting documentation; provided, however, that each Party shall make no more than one (1) such request during any fiscal quarter.

(f)    Any costs and expenses incurred by either Party in connection with obtaining any third-party consent contemplated by Section 5.1(b) that is required to allow the Provider to perform or cause to be performed any Service shall be borne by the Recipient.

Section 4.2    Tax Matters.

(a)    Without limiting any provisions of this Agreement, the Service Charges (and prices charged therefor) are exclusive of, and the Recipient shall be responsible for, (i) all excise, sales, use, transfer, stamp, documentary, filing, recordation and other similar transaction taxes, (ii) any value added, goods and services or similar recoverable transaction taxes (“VAT”) and (iii) any related interest and penalties (collectively, “Transaction Taxes”) that Provider is not at fault for causing, in each case imposed or assessed as a result of the provision of Services by the Provider. To the extent that cross-border Services to be performed hereunder fall within Article 44 of the EU VAT Directive or the relevant equivalent national provision and the Provider is not required to charge VAT, the Recipient agrees that it will itself account for VAT in its own jurisdiction on the performance of such cross-border Services made to it hereunder and will provide to the Provider a valid VAT registration number, certificate (or equivalent documentation) in the jurisdiction with respect to the country or region of receipt of such cross-border Services, where required by applicable Law. The Provider will issue legally compliant invoices to the Recipient usable by the Recipient to recover (by way of credit or refund) Transaction Taxes in jurisdictions where they are recoverable. In the event a Governmental Authority questions the Transaction Tax treatment of the Services provided, the Provider and the Recipient will work together to issue corrected invoices where applicable. The Recipient and the Provider agree to utilize commercially reasonable efforts to collaborate regarding any requests for information, audit, controls or similar requests of the Governmental Authority concerning Transaction Taxes and that involve the Services provided under this Agreement. The Provider and the Recipient agree to take commercially reasonable actions to cooperate in obtaining any refund, return or rebate, or applying zero-rating for Services giving rise to any Transaction Taxes, including filing any necessary exemption or other similar forms or providing valid VAT identification numbers or other relevant registration numbers, certificates or other similar documents. The Recipient shall promptly reimburse the Provider for any costs incurred by the Provider or its Affiliates in connection with the Recipient obtaining a

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refund, return, rebate or the like of any Transaction Tax. For the avoidance of doubt, any applicable gross receipts-based or net income-based taxes imposed on payments received by Provider shall be borne by the Provider unless the Provider is required by Law to collect or obtain, or allowed to separately invoice for and collect or obtain, reimbursement of such taxes from the Recipient.

(b)    The Recipient shall be entitled to deduct and withhold Taxes required by applicable Law to be withheld on payments made to the Provider pursuant to this Agreement. To the extent any amounts are so withheld, the Recipient shall (i) pay such deducted and withheld amount to the proper Governmental Authority and (ii) upon request, promptly provide to the Provider evidence of such payment to such Governmental Authority. The Provider shall, prior to the date of any payment to be made pursuant to this Agreement, make commercially reasonable efforts to provide the Recipient any certificate or other documentary evidence (A) required by any applicable Law or (B) which the Provider is entitled by any applicable Law to provide in order to reduce the amount of any Taxes that may be deducted or withheld from such payment, and the Recipient agrees to accept and act in reliance on any such duly and properly executed certificate or other applicable documentary evidence to the maximum extent permitted by applicable Law.

Section 4.3    No Right to Set-Off. Subject to the Recipient’s right to withhold disputed amounts in accordance with Section 4.1(e), the Recipient shall timely pay the full amount of Service Charges and shall not set off, counterclaim or otherwise withhold any amount owed to the Provider under this Agreement on account of any obligation owed by the Provider to the Recipient.

ARTICLE V

STANDARD FOR SERVICE

Section 5.1    Standard for Service.

(a)    Each Provider agrees (i) to perform any Services that it provides hereunder with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of such Provider prior to the Distribution or, if not so previously provided, then substantially similar to those which are applicable to similar services provided to the Provider or such Provider’s Affiliates or other business units and (ii) upon receipt of written notice from the Recipient identifying any outage, interruption or other failure of any Service, to respond to such outage, interruption or other failure of such Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services prior to the Distribution or, with respect to services for which same or similar services were not provided prior to the Distribution, in a manner that is substantially similar to the manner in which such Provider or its Affiliates responds with respect to internally provided services. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of the provisions of this Section 5.1(a) so long as the applicable Provider complies with the foregoing clause (ii).

(b)    Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third-party. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third-party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in Section 5.1(a), subject to Section 4.1(g). If, with respect to a

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Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent or the performance of such Service by the Provider would continue to constitute a violation of applicable Law, the Provider shall use commercially reasonable efforts to provide such Services in a manner as closely as possible to the standards described in Section 5.1(a) that would not constitute a violation of applicable Law or any existing contract or agreement with a third-party.

Section 5.2    Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED AS-IS, THAT EACH RECIPIENT ASSUMES ALL RISKS AND LIABILITIES ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES AND EACH PROVIDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT THERETO. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PROVIDER HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICES, WHETHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, PERFORMANCE, NONINFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY OR FITNESS OF ANY SERVICE FOR A PARTICULAR PURPOSE.

Section 5.3    Compliance with Laws and Regulations. Each Party shall be responsible for its own compliance and its subcontractors’ compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in liability being imposed on the other Party.

Section 5.4    Confidentiality. Each Party agrees that the data, information and documents relating to the other Party’s business, affairs or finances which come into its possession pursuant to this Agreement shall be subject to the confidentiality provisions set forth in Section 6.9 of the Distribution Agreement.

ARTICLE VI

LIABILITY LIMITATIONS AND INDEMNIFICATION

Section 6.1    Consequential and Other Damages. Notwithstanding anything to the contrary contained in this Agreement, the Master Transfer Agreement, the Distribution Agreement or any other Transaction Document, except in connection with a third-party claim pursuant to Section 6.4 or 6.5, no Party shall be liable to the other Party or any of its Affiliates or Representatives, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, for any special, indirect, incidental, punitive or consequential damages whatsoever (including lost profits or damages calculated on multiples of earnings approaches), which in any way arise out of, relate to or are a consequence of, the performance or nonperformance by such Party (including any Affiliates and Representatives and any unaffiliated third-party providers, in each case, providing any applicable Services) under this Agreement or the provision of, or failure to provide, any Services under this Agreement, including with respect to business interruptions or claims of customers, even if such Party has been advised of the possibility of such damages.

Section 6.2    Limitation of Liability. Except for (a) payment of Service Charges, (b) breaches of confidentiality obligations, (c) claims arising from gross negligence or willful misconduct, and (d) liability for indemnification with respect to third-party claims pursuant to Section 6.4 or 6.5, the Liability of a Party and its Affiliates and Representatives, collectively, for any act or failure to act in connection

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with a Service Schedule (including the performance or breach of such Service Schedule), or from the sale, delivery, provision or use of any Services provided under or contemplated by a Service Schedule, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the aggregate Service Charges actually paid to such Party and its Affiliates under such Service Schedule up to the date of the event giving rise to such Liability.

Section 6.3    Obligation to Re-perform; Liabilities. In the event of any breach of this Agreement by any Provider with respect to the provision of any Services (with respect to which the Provider can reasonably be expected to re-perform in a commercially reasonable manner), the Provider shall (a) promptly correct in all material respects such error, defect or breach or re-perform in all material respects such Services at the request of the Recipient and at the sole cost and expense of the Provider and (b) subject to the limitations set forth in Sections 6.1 and 6.2, reimburse the Recipient and its Affiliates and Representatives for Liabilities attributable to such breach by the Provider. Except as set forth in Section 6.4 and Section 6.5, the remedy set forth in this Section 6.3 shall be the sole and exclusive remedy of the Recipient for any such breach of this Agreement. Any request for re-performance in accordance with this Section 6.3 by the Recipient must be in writing and specify in reasonable detail the particular error, defect or breach, and such request must be made no more than one (1) month from the date such error, defect or breach becomes apparent or should have reasonably become apparent to the Recipient.

Section 6.4    Autoliv Indemnity.

(a)    From and after the Distribution Date, Autoliv in its capacity as a Recipient and on behalf of each of the other members of the Autoliv Group in their capacity as Recipients, shall indemnify, defend and hold harmless Veoneer and the other Veoneer Indemnitees from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (including reasonable fees for outside counsel, accountants and other outside consultants) (collectively, “Losses”) suffered or incurred by the Veoneer Indemnitees in connection with a third-party claim against such Veoneer Indemnitees, which Losses result from any Services provided by any member of the Veoneer Group hereunder, except to the extent such Losses arise out of an Veoneer Group member’s (i) breach of this Agreement, (ii) violation of Laws in providing the Services, (iii) violation of third-party rights (including such third-party rights embodied in patents, trademarks, copyrights and trade secrets) in providing the Services, (iv) breaches of confidentiality obligations under Section 5.4, or (v) gross negligence or willful misconduct in providing the Services.

(b)    From and after the Distribution Date, Autoliv, in its capacity as a Provider and on behalf of each of the other members of the Autoliv Group in their capacity as Providers, shall indemnify, defend and hold harmless Veoneer and the other Veoneer Indemnitees from and against any and all Losses suffered or incurred by the Veoneer Indemnitees in connection with a third-party claim against such Veoneer Indemnitees, which Losses result from (i) a breach of this Agreement by Autoliv or any other member of the Autoliv Group in connection with the provision of Services, or (ii) the gross negligence or willful misconduct of Autoliv or any other member of the Autoliv Group in its performance of its obligations hereunder; provided, however, that neither Autoliv nor any other member of the Autoliv Group shall be deemed to have breached the Agreement, or been grossly negligent or to have engaged in willful misconduct, to the extent that Losses arise as a result of information provided by or on behalf of the Veoneer Indemnitees to Autoliv or any other member of the Autoliv Group or any actions taken or omitted to be taken by Autoliv or any other member of the Autoliv Group upon the written direction or instruction of the Veoneer Indemnitees.

Section 6.5    Veoneer Indemnity.

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(a)    From and after the Distribution Date, Veoneer in its capacity as a Recipient and on behalf of each of the other members of the Veoneer Group in their capacity as Recipients, shall indemnify, defend and hold harmless Autoliv and the other Autoliv Indemnitees from and against any and all Losses suffered or incurred by the Autoliv Indemnitees in connection with a third-party claim against such Autoliv Indemnitees, which Losses result from any Services provided by any member of the Autoliv Group hereunder, except to the extent such Losses arise out of an Autoliv Group member’s (i) breach of this Agreement, (ii) violation of Laws in providing the Services, (iii) violation of third-party rights (including such third-party rights embodied in patents, trademarks, copyrights and trade secrets) in providing the Services, (iv) breaches of confidentiality obligations under Section 5.4, or (v) gross negligence or willful misconduct in providing the Services. Notwithstanding the above, Veoneer will indemnify Autoliv for any and all legal issues that may arise out of the creation of a Multiple Employer Welfare Arrangement (MEWA) as provided and agreed to under the Autoliv Services, not subject to any monetary or temporal caps or limitations.

(b)    From and after the Distribution Date, Veoneer, in its capacity as a Provider and on behalf of each of the other members of the Veoneer Group in their capacity as Providers, shall indemnify, defend and hold harmless Autoliv and the other Autoliv Indemnitees from and against any and all Losses suffered or incurred by the Autoliv Indemnitees in connection with a third-party claim against such Autoliv Indemnitees, which Losses result from (i) a breach of this Agreement by Veoneer or any other member of the Veoneer Group in connection with the provision of Services, or (ii) the gross negligence or willful misconduct of Veoneer or any other member of the Veoneer Group in its performance of its obligations hereunder; provided, however, that neither Veoneer nor any other member of the Veoneer Group shall be deemed to have breached the Agreement, or been grossly negligent or to have engaged in willful misconduct, to the extent that Losses arise as a result of information provided by or on behalf of the Autoliv Indemnitees to Veoneer or any other member of the Veoneer Group or any actions taken or omitted to be taken by the Veoneer or any other member of the Veoneer Group upon the written direction or instruction of the Autoliv Indemnitees.

Section 6.6    Indemnification Matters. The provisions of Sections 5.4 through 5.17 of the Distribution Agreement shall govern claims for indemnification under this Agreement, provided that, for purposes of this Section 6.6, in the event of any conflict between the provisions of the Distribution Agreement and this Article VI, the provisions of this Agreement shall control.

Section 6.7    Liability for Payment Obligations. Nothing in this Article VI shall be deemed to eliminate or limit, in any respect, Autoliv’s or Veoneer’s express obligation in this Agreement to pay Service Charges for Services rendered in accordance with this Agreement.

Section 6.8    Exclusion of Other Remedies. The provisions of Sections 6.3, 6.4 and 6.5 shall, to the maximum extent permitted by applicable Law, be the sole and exclusive remedies of the Autoliv Group and the Veoneer Group, as applicable, for any Liability, whether arising from statute, principle of common or civil law, principles of strict liability, tort, contract or otherwise under this Agreement.

Section 6.9    Other Indemnification Obligations Unaffected. This Article VI applies solely to the specific matters and activities covered by this Agreement and the Original TSA (and not to matters specifically covered by the Master Transfer Agreement, the Distribution Agreement or any other Transaction Document). For avoidance of doubt, any claim that is made after the Distribution Date, even if it relates to Services rendered or that were supposed to be rendered pursuant to the Original TSA prior to the Distribution Date, shall be governed by the terms of this Agreement, including the indemnification provisions contained in this Article VI and the dispute resolution provisions contained in Article VIII.

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ARTICLE VII

TERM AND TERMINATION

Section 7.1    Term and Termination.